Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any party without the prior written consent of the other party; provided, however, Parent may, in its sole discretion, assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of Parent. Any assignment in violation of the preceding sentence shall be void. Subject to the two preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
Appears in 17 contracts
Samples: Voting Agreement (MLE Holdings, Inc.), Voting Agreement (MLE Holdings, Inc.), Voting Agreement (MLE Holdings, Inc.)
Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any party without the prior written consent of the other party; provided, however, Parent may, in its sole discretion, assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary Affiliate of Parent. Any assignment in violation of the preceding sentence shall be void. Subject to the two preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
Appears in 12 contracts
Samples: Voting Agreement (Physicians Formula Holdings, Inc.), Voting Agreement (Physicians Formula Holdings, Inc.), Voting Agreement (Physicians Formula Holdings, Inc.)
Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law Law or otherwise by any party without the prior written consent of the other party; provided, however, Parent may, in its sole discretion, assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of Parent. Any assignment in violation of the preceding sentence shall be void. Subject to the two preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
Appears in 4 contracts
Samples: Voting Agreement (Magellan Holdings, Inc.), Voting Agreement (Ssa Global Technologies, Inc), Voting Agreement (Ssa Global Technologies, Inc)
Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any party without the prior written consent of the other party; provided, however, Parent may, in its sole discretion, assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of Parent. Any assignment in violation of the preceding sentence shall be void. Subject to the two preceding sentencessentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
Appears in 4 contracts
Samples: Merger Agreement (QRS Corp), Merger Agreement (QRS Corp), Merger Agreement (Epoch Biosciences Inc)
Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any party without the prior written consent of the other party; provided, however, Parent may, in its sole discretion, assign its rights and obligations hereunder to any direct or indirect wholly-wholly owned subsidiary of Parent. Any assignment in violation of the preceding sentence shall be void. Subject to the two preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
Appears in 4 contracts
Samples: Support Agreement (Trizec Canada Inc), Support Agreement (Trizec Properties Inc), Support Agreement (Trizec Canada Inc)
Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any party without the prior written consent of the other party; provided, however, that Parent may, in its sole discretion, assign any or all of its rights rights, interests and obligations hereunder to any direct or indirect wholly-owned subsidiary of Parent. Any purported assignment in violation of the preceding sentence without such consent shall be void. Subject to the two preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
Appears in 4 contracts
Samples: Stockholder Agreement (Illinois Tool Works Inc), Stockholder Agreement (CFC International Inc), Principal Stockholders’ Agreement (CFC International Inc)
Binding Effect and Assignment. Neither This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but this Agreement nor any of the rights, interests or obligations under this Agreement shall will not be assigned, in whole or in part, assigned by either party hereto by operation of law Law or otherwise by any party without the prior written consent of the other party; party hereto, provided, however, that Parent may, in its sole discretion, may assign any of its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of Parent. Any assignment in violation Parent Subsidiary prior to the mailing of the preceding sentence shall be void. Subject to the two preceding sentencesProxy Statement, this Agreement but no such assignment will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assignsrelieve Parent of its obligations hereunder.
Appears in 3 contracts
Samples: Voting Agreement (Baker Street Capital Management, LLC), Voting Agreement (Seagate Technology PLC), Voting Agreement (Xyratex LTD)
Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any party without the prior written consent of the other party; provided, however, Parent may, in its sole discretion, assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of Parent. Any assignment in violation of the preceding sentence shall be void. Subject to the two preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
Appears in 3 contracts
Samples: Voting Agreement (Magellan Holdings, Inc.), Voting Agreement (Magellan Holdings, Inc.), Voting Agreement (Magellan Holdings, Inc.)
Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any party without the prior written consent of the other party; provided, however, Parent may, in its sole discretion, assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of Parent. Any assignment in violation of the preceding sentence shall be void. Subject to the two preceding sentencessentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
Appears in 2 contracts
Samples: Voting Agreement (Virage Inc), Voting Agreement (Virage Inc)
Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this This Agreement shall be assignedbinding upon, in whole or in partand inure to the benefit of, by operation of law or otherwise the respective parties and their permitted successors, assigns, heirs, executors, administrators, and other legal representatives, as the case may be. This Agreement may not be assigned by any party hereto without the prior written consent of the other partyparty hereto; provided, however, that, notwithstanding the foregoing, Parent may, in its sole discretion, may assign its rights and obligations hereunder under this Agreement to any direct or indirect wholly-owned subsidiary affiliate of Parent. Any assignment in violation of the preceding sentence shall be void. Subject to the two preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
Appears in 2 contracts
Samples: Voting Agreement (Athenahealth Inc), Voting Agreement (Epocrates Inc)
Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law Law or otherwise by any party Stockholder without the prior written consent of the other party; provided, however, Parent may, in its sole discretion, assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of Parent. Any purported assignment in violation of the preceding sentence without such consent shall be void. Subject to the two preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
Appears in 1 contract
Samples: Agreement and Plan of Merger