Assignment of Rights Hereunder Sample Clauses

Assignment of Rights Hereunder. The Stockholder may assign its rights to cause Acquiror to register Registrable Securities pursuant to this Agreement to any of the following persons or entities to whom or which the Stockholder transfers or assigns Registrable Securities: (i) any member of the Stockholder's immediate family; (ii) any stockholder, partner or member of the Stockholder; any corporation, partnership, limited liability company, joint venture, trust or individual who or which, directly or indirectly through one or more intermediaries, is controlled by or under common control with the Stockholder or which controls, directly or indirectly through one or more intermediaries, the Stockholder; (iii) any trust for the benefit of, or partnership, corporation, limited liability company or other entity owned or controlled by, any of the foregoing, (iv) any person who acquires at least 100,000 shares of Registrable Securities from the Stockholder in assignment, or (v) any pledgee who or which forecloses on Registrable Securities pursuant to a bona fide pledge made by the Stockholder; provided, however, that no such assignee from the Stockholder shall be entitled to further assign its registration rights under this Agreement to any other person; provided, further, that the Stockholder shall retain its rights under this Agreement as to all Registrable Securities not transferred or assigned by the Stockholder. For purposes of this Section 6, the terms "control", "controlled" and "common control with" mean the ability, whether by the direct or indirect ownership of voting securities or other equity interest, by contract or otherwise, to elect a majority of the directors of a corporation, to select the managing partner of a partnership, or otherwise to select a majority of those persons exercising governing authority over an entity.
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Assignment of Rights Hereunder. Seller hereby agrees that the Optionee has the right to assign its rights and obligations under this Agreement, including, without limitation, the right to exercise the Option to an entity affiliated with, or controlled by, the Partnership. Such assignment shall not require the consent of Seller, provided, however, the Optionee shall provide written notice to Seller of such assignment.
Assignment of Rights Hereunder. In connection with any Transfer (as defined herein) of any Transfer Restricted Securities to any Transferee (as defined herein), the person or entity making such Transfer ("Transferor") to a Transferee shall be entitled to assign to such Transferee the Transferor's rights hereunder in respect of such Transfer Restricted Securities provided that the Transferee agrees to be bound by the terms of this Agreement. For purposes of this Agreement, "Transfer" shall mean to sell, transfer, assign or otherwise dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment or other disposition of, Transfer Restricted Securities owned by a person or entity and "Transferee" shall mean (i) any person or entity to whom Orion, a Trustee or any Orion Trust Transfers any Transfer Restricted Securities, (ii) any subsequent transferee thereof; provided that in the case of any subsequent transferee, such subsequent transferee must receive Transfer of the Transfer Restricted Securities prior to the sixth-month anniversary date of the effective date of this Agreement, (iii) any Orion Claimant who receives Securities in exchange for or satisfaction of all or any portion of such Orion Claimant's claims against or interests in Orion or any Orion Trust, (iv) any affiliate of Orion, any Trustee, any Orion Trust or any of the persons or entities described in clauses (i), (ii) or (iiii) above and (v) any other person or entity who receives Securities to which the Company agrees in writing to designate as a Transferee.
Assignment of Rights Hereunder. 16 Section 3.3 Condition.....................................................17 Section 3.4 Transferee....................................................17 Section 3.5 Tax Transfer Restrictions.....................................17
Assignment of Rights Hereunder. In connection with any Transfer ------------------------------------------ permitted by the provisions of subsection (a) of Section 3.1, a Security Purchaser or any Transferee permitted thereunder may assign to a Transferee permitted thereunder the Security Purchaser's rights, and shall provide for the assumption by such Transferee of the Security Purchaser's obligations, under Sections 2.1, 2.2 (it being understood that the rights accorded to Enron under Sections 2.1 and 2.2 are personal to Enron and are not assignable), 2.4, 2.5, 2.6, 2.7, 2.10 and 3.1 and Articles IV, V, VI and VII. Any rights so assigned to a Transferee and any obligations so assumed by a Transferee may be further assigned to and assumed by a subsequent Transferee through compliance with this Article III.

Related to Assignment of Rights Hereunder

  • Assignment of Rights Borrower acknowledges and understands that Agent or Lender may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”). After such assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of Agent and Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by Agent or Lender shall relieve Borrower of any of its obligations hereunder. Lender agrees that in the event of any transfer by it of the Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon.

  • Assignment of Rights and Obligations (a) Without Owners’ prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. Notwithstanding the foregoing, Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • No Assignment of Rights The interest of the Executive in this Agreement or in any distribution to be made under this Agreement may not be assigned, pledged, alienated, anticipated, or otherwise encumbered (either at law or in equity) and shall not be subject to attachment, bankruptcy, garnishment, levy, execution, or other legal or equitable process. Any act in violation of this Section 13.2 shall be void.

  • Acknowledgement of Rights The Company acknowledges that, with respect to any Securities held by the Trust or a trustee of the Trust, if the Preferred Trustee of such Trust fails to enforce its rights under this Indenture as the holder of the Securities held as the assets of the Trust, any holder of the Trust Securities may institute legal proceedings directly against the Company to enforce such Preferred Trustee's rights under this Indenture without first instituting any legal proceedings against such Preferred Trustee or any other person or entity. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay principal of (or premium, if any) or interest on the Securities when due, the Company acknowledges that a holder of Trust Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of (or premium, if any) or interest on the Securities having a principal amount equal to the aggregate liquidation amount of the Trust Securities of such holder on or after the respective due date specified in the Securities.

  • Assignment of Company Right The Company may assign its rights to purchase Offered Shares in any particular transaction under this Section 4 to one or more persons or entities.

  • Assignment of Agreement The following conditions must be satisfied in order to effectuate any assignment of this Agreement:

  • Assignment of Rights to Intellectual Property The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”.

  • Amendment of Rights Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of each party hereto.

  • Assignment of Registration Rights The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.

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