Common use of Binding Effect; Benefit; Assignment Clause in Contracts

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve the Company of any of its obligations hereunder.

Appears in 4 contracts

Samples: Support Agreement (CalciMedica, Inc. /DE/), Support Agreement (Angion Biomedica Corp.), Support Agreement (Graybug Vision, Inc.)

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Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve the Company of any of its obligations hereunder.

Appears in 4 contracts

Samples: Support Agreement (Vallon Pharmaceuticals, Inc.), Support Agreement (Seneca Biopharma, Inc.), Support Agreement (Sunesis Pharmaceuticals Inc)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the each other party hereto, except that the Company each of Parent and Purchaser may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Parent or Purchaser of any of its obligations hereunder.

Appears in 4 contracts

Samples: Tender and Support Agreement (BMC Software Inc), Tender and Support Agreement (Excel Technology Inc), Tender and Support Agreement (Adobe Systems Inc)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Parent may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve the Company Parent of any of its obligations hereunder.

Appears in 4 contracts

Samples: Support Agreement (CalciMedica, Inc. /DE/), Support Agreement (Angion Biomedica Corp.), Support Agreement (Graybug Vision, Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party parties hereto, except that the Company Parent and Sub may transfer or assign its their rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates direct or indirect Subsidiaries at any time; provided that provided, however, such transfer or assignment shall not relieve the Company Parent or Sub of any of its respective obligations hereunder. Any purported assignment in violation of this Section 4.4 shall be void.

Appears in 3 contracts

Samples: Voting Agreement (Cabelas Inc), Voting Agreement (Cabelas Inc), Voting Agreement (Cabelas Inc)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party None of the parties hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party parties hereto, except that the Company Antelope and Holdco may transfer or assign its their respective rights and obligations under this Agreement, in whole or from time to time in part, to one or of more of its their respective Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Antelope or Holdco, as the Company case may be, of any of its obligations hereunder.

Appears in 3 contracts

Samples: Agreement of Merger (Avago Technologies LTD), Support Agreement (Avago Technologies LTD), Support Agreement (Avago Technologies LTD)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party parties hereto, except that the Company Parent and Merger Sub may transfer or assign its their rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates direct or indirect Subsidiaries at any time; provided that provided, however, such transfer or assignment shall not relieve the Company Parent or Merger Sub of any of its respective obligations hereunder. Any purported assignment in violation of this Section 4.4 shall be void.

Appears in 3 contracts

Samples: Voting Agreement (Mitel Networks Corp), Voting Agreement (Mitel Networks Corp), Voting Agreement (Mitel Networks Corp)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the each other party hereto, except that the Company each of Parent and Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Parent or Merger Sub of any of its obligations hereunder.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (United Industrial Corp /De/), Tender and Support Agreement (Textron Inc), Tender and Support Agreement (Textron Inc)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party parties hereto, except that the Company Parent and Merger Subsidiary may transfer or assign its their rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Parent or Merger Subsidiary of any of its respective obligations hereunder. Any purported assignment in violation of this Section 5.7 shall be void.

Appears in 3 contracts

Samples: Tender and Voting Agreement, Tender and Voting Agreement (Ziprealty Inc), Tender and Voting Agreement (Realogy Group LLC)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Parent may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Parent of any of its obligations hereunder.

Appears in 2 contracts

Samples: Form of Support Agreement (Zilog Inc), Support Agreement (Ixys Corp /De/)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the each other party hereto, except that each of the Company Parent Parties may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company such Parent Party of any of its obligations hereunder.

Appears in 2 contracts

Samples: Support Agreement (Occam Networks Inc/De), Support Agreement (Calix, Inc)

Binding Effect; Benefit; Assignment. The Subject to the final sentence of this Section 4.4, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party None of the parties hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party parties hereto, except that the Company Parent may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Parent of any of its obligations hereunder.

Appears in 2 contracts

Samples: Support Agreement (Alaska Air Group, Inc.), Support Agreement (Virgin America Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Organovo and Buyer may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Organovo or Buyer, as applicable, of any of its obligations hereunder.

Appears in 2 contracts

Samples: Support Agreement (Organovo Holdings, Inc.), Support Agreement (Organovo Holdings, Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the each other party hereto, except that the Company each of Purchaser and Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates or Subsidiaries at any time; provided provided, that such transfer or assignment shall not relieve the Company Purchaser or Merger Sub of any of its obligations hereunder.

Appears in 2 contracts

Samples: Tender and Support Agreement (American Land Lease Inc), Tender and Support Agreement (GCP Sunshine Acquisition, Inc. A Delaware Corp)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as set forth in Section 1.3 and Section 4.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve the Company of any of its obligations hereunder.

Appears in 2 contracts

Samples: Support Agreement (MorphImmune Inc.), Support Agreement (Immunome Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 1.4 and Section 4.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company PubCo may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve the Company PubCo of any of its obligations hereunder.

Appears in 2 contracts

Samples: Support Agreement (Vallon Pharmaceuticals, Inc.), Support Agreement (Seneca Biopharma, Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Potomac may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Potomac of any of its obligations hereunder.

Appears in 2 contracts

Samples: Support Agreement (InterWest Partners IX, LP), Support Agreement (Transcept Pharmaceuticals Inc)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party parties hereto, except that the Company Parent may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve the Company Parent of any of its obligations hereunder.

Appears in 2 contracts

Samples: Company Voting Agreement (Kubient, Inc.), Company Voting Agreement (Kubient, Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the each other party hereto, except that the Company each of Purchaser and Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Purchaser or Merger Sub of any of its obligations hereunder.

Appears in 2 contracts

Samples: Tender and Support Agreement (Wild Oats Markets Inc), Tender and Support Agreement (Whole Foods Market Inc)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 1.4 and Section 4.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Parent may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve the Company Parent of any of its obligations hereunder.

Appears in 2 contracts

Samples: Support Agreement (Sunesis Pharmaceuticals Inc), Support Agreement (Tocagen Inc)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party parties hereto, except that the Company Parent and Acquisition Sub may transfer or assign its their rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, however, that such transfer or assignment shall not relieve the Company Parent or Acquisition Sub of any of its respective obligations hereunder. Any purported assignment in violation of this Section 5.5 shall be void.

Appears in 2 contracts

Samples: Tender Support Agreement (Encana Corp), Tender Support Agreement (Encana Corp)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company PTI may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company PTI of any of its obligations hereunder.

Appears in 1 contract

Samples: Form of Support Agreement (Proteostasis Therapeutics, Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Arcturus may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Arcturus of any of its obligations hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Alcobra Ltd.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Versartis may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Versartis of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Versartis, Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Celladon may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Celladon of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Celladon Corp)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Eiger may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Eiger of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Celladon Corp)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Galena may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Galena of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Galena Biopharma, Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party parties hereto, except that the Company Parent and Acquisition Sub may transfer or assign its their rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Parent or Acquisition Sub of any of its respective obligations hereunder. Any purported assignment in violation of this Section 5.5 shall be void.

Appears in 1 contract

Samples: Tender Support Agreement (Opentable Inc)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party parties hereto, except that the Company Parent and Acquisition Sub may transfer or assign its their rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, however, that such transfer or assignment shall not relieve the Company Parent or Acquisition Sub of any of its respective obligations hereunder. Any purported assignment in violation of this Section 4.4 shall be void.

Appears in 1 contract

Samples: Non Exchange Agreement (Encana Corp)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Twin Vee Co. may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Twin Vee Co. of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Twin Vee PowerCats, Co.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Innovate may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Innovate of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Monster Digital, Inc.)

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Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Lpath and Buyer may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Lpath or Buyer, as applicable, of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Lpath, Inc)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company PTI may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Proteostasis Therapeutics, Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company or Holdings may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company or Holdings of any of its obligations hereunder.

Appears in 1 contract

Samples: Form of Support Agreement (Proteostasis Therapeutics, Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Acer may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Acer of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Opexa Therapeutics, Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Signal may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Signal of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Signal Genetics, Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Monster may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Monster of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Monster Digital, Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. Neither No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the each other party hereto, except that the Company any Purchaser may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve the Company such Purchaser of any of its obligations hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zilog Inc)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Yumanity Therapeutics, Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Miragen may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Miragen of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Signal Genetics, Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Lumos may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Lumos of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Newlink Genetics Corp)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Aravive may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Aravive of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Versartis, Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.3, no No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party parties hereto, except that the Company Parent and Merger Sub may transfer or assign its their rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that provided, however, such transfer or assignment shall not relieve the Company Parent or Merger Sub of any of its respective obligations hereunder. Any purported assignment in violation of this Section 5.4 shall be void.

Appears in 1 contract

Samples: Tender Support Agreement (Mitel Networks Corp)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Threshold may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Threshold of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Threshold Pharmaceuticals Inc)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Parent may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Parent of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Transcept Pharmaceuticals Inc)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company of any of its obligations hereunder.

Appears in 1 contract

Samples: Company Shareholder Support Agreement (Yumanity Therapeutics, Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Sellas may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Sellas of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Galena Biopharma, Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Molecular may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Molecular of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Threshold Pharmaceuticals Inc)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as set forth in Section 1.3 and Section 4.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Parent may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve the Company Parent of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Immunome Inc.)

Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as set forth in Section 1.3 and Section 4.31.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that the Company Opexa may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve the Company Opexa of any of its obligations hereunder.

Appears in 1 contract

Samples: Support Agreement (Opexa Therapeutics, Inc.)

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