Common use of Assignments Prohibited Clause in Contracts

Assignments Prohibited. Company shall not assign or suffer or permit an assignment, by operation of law or otherwise, of its rights or obligations under or interest in this Agreement without the prior written consent of the other party. For purposes of this Subsection, the term "assignment" shall be deemed to include a merger in which Company is not the surviving entity, a consolidation or division of Company, a sale of all or substantially all of the assets of Company, or a change of control resulting from a sale or repurchase of shares or similar transaction involving Company. A "change of control" shall be deemed to have occurred as a result of a merger or other transaction in which Company is the surviving entity if some or all of the shareholders of Company immediately prior to the transaction do not have sufficient voting power entitling them to elect at least a majority of the directors of the corporation immediately following the transaction. In the event of a breach of this provision, the non-breaching party shall have the option, in addition to any other remedy available at law or in equity, to terminate this Agreement at any time after the breach occurs.

Assignments Prohibited. Company shall not assign or suffer or permit an assignment, by operation of law or otherwise, of its rights or obligations under or interest in this Agreement without the prior written consent of the other party. For purposes of this Subsection, the term "assignment" shall be deemed to include a merger in which Company is not the surviving entity, a consolidation or division of Company, a sale of all or substantially all of the assets of Company, or a change of control resulting from a sale or repurchase of shares or similar transaction involving Company. A "change of control" shall be deemed to have occurred as a result of a merger or other transaction in which Company is the surviving entity if some or all of the shareholders of Company immediately prior to the transaction Exhibit 2.3 do not have sufficient voting power entitling them to elect at least a majority of the directors of the corporation immediately following the transaction. In the event of a breach of this provision, the non-non- breaching party shall have the option, in addition to any other remedy available at law or in equity, to terminate this Agreement at any time after the breach occurs.

Assignments Prohibited. Company shall not assign or suffer or permit an assignment, by operation of law or otherwise, of its rights or obligations under or interest in this Agreement without the prior written consent of the other party. For purposes of this Subsection, the term "assignment" shall be deemed to include a merger in which Company is not the surviving entity, a consolidation or division of Company, a sale of all or substantially all of the assets of Company, or a change of control resulting from a sale or repurchase of shares or similar transaction involving Company. A "change of control" shall be deemed to have occurred as a result of a merger or other transaction in which Company is the surviving entity if some or all of the shareholders of Company immediately prior to the transaction do not have sufficient voting power entitling them to elect at least a majority of the directors of the corporation immediately following the transaction. In the event of a breach of this provision, the non-non- breaching party shall have the option, in addition to any other remedy available at law or in equity, to terminate this Agreement at any time after the breach occurs.