Assignment on Written Consent Sample Clauses

Assignment on Written Consent. This Agreement shall be binding ----------------------------- upon and inure to the benefit of the Company and Amgen and their respective successors and assigns to the extent it is assignable. This Agreement may not be assigned in whole or in part by Amgen, except with the prior written consent of the Company or except as part of the sale of the Company's entire business relating to the Field of Activity.
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Assignment on Written Consent. This Agreement may not be ----------------------------- assigned in whole or in part by Amgen or the Company, except with the prior written consent of the other party.
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Assignment on Written Consent. This Agreement shall be binding ----------------------------- upon and inure to the benefit of the Company and Kirin and their respective successors and assigns to the extent it is assignable. This Agreement may not be assigned in whole or in part by Kirin, except with the prior written consent of the Company or except as part of the sale of the Company's entire business relating to the Field of Activity.
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Assignment on Written Consent. This Agreement may not be assigned in whole or in part by TBC or the Partnership, except with the prior written consent of the other Party; provided, however, that the Partnership may sublicense its license rights hereunder and may assign its rights or obligations in connection with a merger, consolidation or reorganization of the Partnership or to a purchaser of all or substantially all its assets and that, after termination of the Partnership Agreement for any reason, this Agreement may be assigned in whole or in part by the Partnership. To the extent the foregoing provision in this Section 9.6 is unenforceable in the event of bankruptcy or insolvency of TBC, no assignment of this Agreement by TBC shall be permitted unless the assignee can demonstrate to the Partnership the assignee's ability to perform all TBC's obligations under this Agreement, including, without limitation, the financial and technical ability to (a) enforce, defend and maintain patents, copyrights and trade secrets and provide notices in accordance with Article IV and (b) prosecute and maintain in force patent applications and copyright registration in accordance with Article V. [ * ] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission.
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Assignment on Written Consent. This Agreement may not be assigned in whole or in part by ICOS or the Company, except with the prior written consent of the other party; provided, however, that after termination of the Shareholders' Agreement for any reason, this Agreement may be assigned in whole or in part by the Company. To the extent the foregoing provision in Section 9.06 is unenforceable in the event of bankruptcy or insolvency of ICOS, no assignment of this Agreement by ICOS shall be permitted unless the assignee can demonstrate to the Company the assignee's ability to perform all ICOS's obligations under this Agreement, including, without limitation, the financial and technical ability to (a) enforce, defend and maintain patents, copyrights and trade secrets and provide notices in accordance with Article IV and (b) prosecute and maintain in force patent applications and copyright registration in accordance with Article V.
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Assignment on Written Consent. This Agreement shall be binding upon and inure to the benefits of the parties and their respective successors and assigns. This Agreement may not be assigned in whole or in part by any party except as provided herein.
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Assignment on Written Consent. This Agreement shall be binding upon and inure to the benefit of the Company and ICOS and their respective successors and assigns to the extent it is assignable. This Agreement may not be assigned in whole or in part by ICOS, except with the prior written consent of the Company or except as part of [ * ].
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Assignment on Written Consent. This Agreement may not be assigned in whole or in part by LILLY, except with the prior written consent of the Company or except as part of the sale of XXXXX'x entire business relating to the Field. This Agreement shall be binding upon and inure to the benefit of the Company and LILLY and their respective successors and assigns to the extent it is assignable.
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Assignment on Written Consent. This Agreement may not be assigned ----------------------------- in whole or in part by Kirin or the Company, except with the prior written consent of the other party.
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Related to Assignment on Written Consent

  • Written Consent Any action required or permitted to be taken by a vote of Partners at a meeting may be taken without a meeting if a Majority in Interest of the Partners consent thereto in writing.

  • ACTIONS BY WRITTEN CONSENT Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by Members having at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members were present and voting. A facsimile or similar electronic reproduction of a writing signed by a Member will be regarded as signed by the Member.

  • Notification of Assignment Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

  • Action by Written Consent Any action taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of law or the Declaration of Trust or these Bylaws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

  • Written Consents Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by at least two (2) Directors. Such consents shall be filed with the minutes of the proceedings of the Board.

  • Termination by Mutual Written Consent This Agreement may be terminated and the transactions contemplated hereby may be abandoned, for any reason and at any time prior to the Closing Date, by the mutual written consent of the Company and Buyer.

  • Trustee Action by Written Consent Any action which may be taken by Trustees by vote may be taken without a meeting if that number of the Trustees, or members of a committee, as the case may be, required for approval of such action at a meeting of the Trustees or of such committee consent to the action in writing and the written consents are filed with the records of the meetings of Trustees. Such consent shall be treated for all purposes as a vote taken at a meeting of Trustees.

  • Notice of Assignment Upon its receipt of a duly executed and completed Assignment Agreement, together with the processing and recordation fee referred to in Section 10.6(d) (and any forms, certificates or other evidence required by this Agreement in connection therewith), Administrative Agent shall record the information contained in such Assignment Agreement in the Register, shall give prompt notice thereof to Company and shall maintain a copy of such Assignment Agreement.

  • FORM OF ASSIGNMENT AND ACCEPTANCE This Assignment and Acceptance Agreement (the "ASSIGNMENT") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNOR") and [Insert name of Assignee] (the "ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the "CREDIT AGREEMENT"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor's rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor's outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters of credit) (the "ASSIGNED INTEREST"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.

  • Holder Action by Written Consent Any action which may be taken by Holders at a meeting may be taken without a meeting if Holders holding at least a Majority in Liquidation Amount of all Trust Securities entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any other provision of this Trust Agreement) shall consent to the action in writing.

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