Common use of Binding Effect; No Assignment; No Third-Party Beneficiaries Clause in Contracts

Binding Effect; No Assignment; No Third-Party Beneficiaries. (a) This Agreement will not be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto, except that (i) Merger Sub may assign, in its sole discretion and without the consent of any other party hereto, any or all of its rights, interests and obligations hereunder to (A) Parent, (B) to Parent and one or more direct or indirect wholly owned Subsidiaries of Parent or (C) to one or more direct or indirect wholly owned Subsidiaries of Parent (each, a “Merger Sub Assignee”) and (ii) Parent 76 may assign, in its sole discretion and without the consent of any other party hereto, any or all of its rights, interests and obligations hereunder to one or more of its Affiliates (each, a “Parent Assignee”). Any Merger Sub Assignee and any Parent Assignee may thereafter assign, in its sole discretion and without the consent of any other party hereto, any or all of its rights, interests and obligations hereunder to one or more additional Merger Sub Assignees or Parent Assignees, respectively; provided, however, that in connection with any assignment to any Merger Sub Assignee or Parent Assignee, Parent and Merger Sub (or the assignor), as applicable will remain liable for the performance by Parent and Merger Sub (and such assignor, if applicable), as applicable, of their obligations hereunder. Subject to the preceding sentence, but without relieving any party hereto of any obligation hereunder, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

Binding Effect; No Assignment; No Third-Party Beneficiaries. (a) This Agreement will not be assigned by any of the parties hereto Party or Parent (whether by operation of Law or otherwise) without the prior written consent of the other parties heretoParty and Parent, except that (i) Merger Sub RemainCo and Parent may assign, in its their sole discretion and without the consent of any other party heretoParty (or Parent, in the case of RemainCo’s assignment), any or all of its rights, interests and obligations hereunder to (A) Parent, (B) to Parent and one or more direct or indirect wholly owned Subsidiaries of Parent or (C) to one or more direct or indirect wholly owned Subsidiaries of Parent (each, a “Merger Sub Assignee”) and (ii) Parent 76 may assign, in its sole discretion and without the consent of any other party hereto, any or all of its their rights, interests and obligations hereunder to one or more of its their Affiliates (each, a an “Parent Assignee”). Any Merger Sub Assignee and any Parent Assignee may thereafter assign, in its sole discretion and without the consent of any other party heretoParty or Parent, any or all of its rights, interests and obligations hereunder to one or more additional Merger Sub Assignees or Parent Assignees, respectively; provided, however, that in connection with any assignment to any Merger Sub Assignee or Parent an Assignee, RemainCo and Parent and Merger Sub (or the assignor), as applicable applicable, will remain liable for the performance by RemainCo and Parent and Merger Sub (and such assignor, if applicable), as applicable, of their obligations hereunder. Subject to the preceding sentence, but without relieving any party hereto Party or Parent, as applicable, of any obligation hereunder, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto Parties and Parent and their respective successors and assigns. Notwithstanding the foregoing, after the consummation of the Merger, SpinCo may assign any right, title and interest to the Royalty Payments, pursuant to the terms set forth in Schedule I, and any related rights of SpinCo set forth in Schedule I, to any Person without the consent of RemainCo or Parent.

Binding Effect; No Assignment; No Third-Party Beneficiaries. (a) This Agreement will not be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto, except that (i) Merger Sub may assign, in its sole discretion and without the consent of any other party hereto, any or all of its rights, interests and obligations hereunder to (A) to Parent, (B) to Parent and one or more direct or indirect wholly owned Subsidiaries of Parent or (C) to one or more direct or indirect wholly owned Subsidiaries of Parent (each, a “Merger Sub Assignee”) and (ii) Parent 76 may assign, in its sole discretion and without the consent of any other party hereto, any or all of its rights, interests and obligations hereunder to one or more of its Affiliates direct or indirect wholly owned Subsidiaries (each, a “Parent Assignee”). Any Merger Sub Assignee and any Parent Assignee may thereafter assign, in its sole discretion and without the consent of any other party hereto, any or all of its rights, interests and obligations hereunder to one or more additional Merger Sub Assignees or Parent Assignees, respectively; provided, however, that in connection with any assignment to any Merger Sub Assignee or Parent Assignee, Parent and Merger Sub (or the assignor), as applicable applicable, will remain liable for the performance by Parent Xxxxxx and Merger Xxxxxx Sub (and such assignor, if applicable), as applicable, of their obligations hereunder. Subject to the preceding sentence, but without relieving any party hereto of any obligation hereunder, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

Binding Effect; No Assignment; No Third-Party Beneficiaries. (a) This Agreement will not be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto, except that (i) Merger Sub may assign, in its sole discretion and without the consent of any other party hereto, any or all of its rights, interests and obligations hereunder to (A) Parent, (B) to Parent and one or more direct or indirect wholly owned Subsidiaries of Parent or (C) to one or more direct or indirect wholly owned Subsidiaries of Parent (each, a “Merger Sub Assignee”) and (ii) Parent 76 may assign, in its sole discretion and without the consent of any other party hereto, any or all of its rights, interests and obligations hereunder to XXXX XXXXX SE & Co. KG or one or more of its XXXX XXXXX SE & Co. KG’s Controlled Affiliates (each, a “Parent Assignee”). Any ; any Merger Sub Assignee and any Parent Assignee may thereafter assign, in its sole discretion and without the consent of any other party hereto, any or all of its rights, interests and obligations hereunder to one or more additional Merger Sub Assignees or Parent Assignees, respectively; provided, however, that in connection with any assignment to any Merger Sub Assignee or Parent Assignee, Parent and Merger Sub (or the assignor), as applicable ) will remain liable for the performance by Parent Xxxxxx and Merger Sub (and such assignor, if applicable), as applicable, of their obligations hereunder. Subject to the preceding sentence, but without relieving any party hereto of any obligation hereunder, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

Binding Effect; No Assignment; No Third-Party Beneficiaries. (a) This Agreement will shall not be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties heretoparties, except that (i) Merger Sub may assign, in its sole discretion and without the consent of any other party heretoparty, any or all of its rights, interests and obligations hereunder to (Ai) Parent, (Bii) to Parent and one or more direct or indirect wholly wholly-owned Subsidiaries subsidiaries of Parent or Parent, (Ciii) to one or more direct or indirect wholly wholly-owned Subsidiaries subsidiaries of Parent or (iv) any direct or indirect holder of five percent (5%) or more of the capital stock of Parent or any subsidiary thereof (each, a an “Merger Sub Assignee”) and (ii) Parent 76 may assign, in its sole discretion and without the consent of any other party hereto, any or all of its rights, interests and obligations hereunder to one or more of its Affiliates (each, a “Parent Assignee”). Any Merger Sub Assignee and any Parent such Assignee may thereafter assign, in its sole discretion and without the consent of any other party heretoparty, any or all of its rights, interests and obligations hereunder to one or more additional Merger Sub Assignees or Parent Assignees, respectively; provided, however, that in connection with any assignment to any Merger Sub Assignee or Parent an Assignee, Parent and Merger Sub (or and the assignor), as applicable will if applicable) shall agree to remain liable for the performance by Parent and Merger Sub (and such assignor, if applicable), as applicable, ) of their obligations hereunder, including the obligation to pay in full for all Shares validly tendered into the Offer and the Merger Consideration, subject to the terms and conditions of the Offer and this Agreement; and provided, further, that in connection with any assignment under this Section 9.5(a) that would increase the amount, if any, required to be deducted or withheld from amounts payable or otherwise deliverable pursuant to this Agreement to the holders or former holders of Shares, Company Options or Company RSUs under the Tax Law of a jurisdiction outside the United States, such assignment shall be null and void unless Parent, Sub and the applicable assignee specifically agree that the last sentence of Section 2.6 shall also apply with respect to such increase such that each holder or former holder of Shares, Company Options or Company RSUs shall receive the same amount that would otherwise have been received if no such assignment been made. Subject to the preceding sentence, but without relieving any party hereto of any obligation hereunder, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

Binding Effect; No Assignment; No Third-Party Beneficiaries. (a) This Agreement will shall not be assigned by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties heretoparties, except that (i) Merger Sub may assign, in its sole discretion and without the consent of any other party heretoparty, any or all of its rights, interests and obligations hereunder to (A) Parent, (B) to Parent and one or more direct or indirect wholly owned Subsidiaries of Parent or (C) to one or more direct or indirect wholly owned Subsidiaries of Parent (each, a “Merger Sub Assignee”) and (ii) each of Parent 76 and Sub may assign, in its sole discretion and without the consent of any other party heretoparty, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries of its Affiliates Parent (each, a together with Parent, an “Parent Assignee”). Any Merger Sub Assignee and any Parent Assignee may thereafter assign, in its sole discretion and without the consent of any other party hereto, any or all of its rights, interests and obligations hereunder to one or more additional Merger Sub Assignees or Parent Assignees, respectively; provided, howeverthat, that in connection with notwithstanding the foregoing, (A) Parent hereby irrevocably and unconditionally guarantees the full performance of all obligations of Sub (regardless of whether any assignment is made under this Agreement) and any Assignee under this Agreement and (B) in no event shall any assignment impact in any way the form or amount of the Per Share Merger Consideration. Notwithstanding Section 2.6, to the extent any Merger Sub Assignee or non-U.S. Taxes are deducted and withheld from the amounts otherwise payable pursuant to this Agreement solely as a result of an assignment by Parent Assigneepursuant to this Section 9.5(a) other than an assignment to a U.S. subsidiary of Parent, Parent and Merger Sub shall pay (or the assignorcause to be paid) such additional amounts as necessary so that after such deduction or withholding has been made (including such deduction or withholding applicable to additional sums payable under Section 2.6), as applicable will remain liable for the performance by Parent and Merger Sub (and recipient receives an amount equal to the amount it would have received had not such assignor, if applicable), as applicable, of their obligations hereunderdeduction or withholding been made. Subject to the preceding sentenceforegoing, but without relieving any party hereto of any obligation hereunder, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

Binding Effect; No Assignment; No Third-Party Beneficiaries. (a) This Agreement will shall not be assigned by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties heretoparties, except that (i) Merger Sub may assign, in its sole discretion and without the consent of any other party heretoparty, any or all of its rights, interests and obligations hereunder to (A) Parent, (B) to Parent and one or more direct or indirect wholly owned Subsidiaries of Parent or (C) to one or more direct or indirect wholly owned Subsidiaries of Parent (each, a “Merger Sub Assignee”) and (ii) each of Parent 76 and Sub may assign, in its sole discretion and without the consent of any other party heretoparty, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries of its Affiliates Parent (each, a “Parent together with Parent, an "Assignee”"). Any Merger Sub Assignee and any Parent such Assignee may thereafter assign, in its sole discretion and without the consent of any other party heretoparty, any or all of its rights, interests and obligations hereunder to one or more additional Merger Assignees. Notwithstanding the foregoing, (A) Parent irrevocably and unconditionally guarantees the full performance of all obligations of Sub Assignees or Parent Assignees, respectively; provided, however, that and any Assignee under this Agreement and (B) in connection with no event shall any assignment impact in any way the form or amount of the Per Share Merger Consideration. Notwithstanding Section 2.5, to the extent any Merger Sub Assignee non-U.S. Taxes are deducted and withheld from the amounts otherwise payable pursuant to this Agreement solely as a result of an assignment by Parent pursuant to this Section 9.5(a) other than an assignment to a U.S. or Parent AssigneeIrish subsidiary of Parent, Parent and Merger Sub shall pay (or the assignorcause to be paid) such additional amounts as necessary so that after such deduction or withholding has been made (including such deduction or withholding applicable to additional sums payable under Section 2.5), as applicable will remain liable for the performance by Parent and Merger Sub (and recipient receives an amount equal to the amount it would have received had not such assignor, if applicable), as applicable, of their obligations hereunderdeduction or withholding been made. Subject to the preceding sentenceforegoing, but without relieving any party hereto of any obligation hereunder, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

Binding Effect; No Assignment; No Third-Party Beneficiaries. (a) This Agreement will not be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto, except that (i) Merger Sub may assign, in its sole discretion and without the consent of any other party hereto, any or all of its rights, interests and obligations hereunder to (A) Parent, (B) to Parent and one or more direct or indirect wholly owned Subsidiaries of Parent or (C) to one or more direct or indirect wholly owned Subsidiaries of Parent (each, a “Merger Sub Assignee”) and (ii) Parent 76 may assign, in its sole discretion and without the consent of any other party hereto, any or all of its rights, interests and obligations hereunder to one or more of its Affiliates (each, a “Parent Assignee”). Any Merger Sub Assignee and any Parent Assignee may thereafter assign, in its sole discretion and without the consent of any other party hereto, any or all of its rights, interests and obligations hereunder to one or more additional Merger Sub Assignees or Parent Assignees, respectively; respectively; provided, however, that in connection with any assignment to any Merger Sub Assignee or Parent Assignee, Parent and Merger Sub (or the assignor), as applicable will remain liable for the performance by Parent Pxxxxx and Merger Sub (and such assignor, if applicable), as applicable, of their obligations hereunder. Subject to the preceding sentence, but without relieving any party hereto of any obligation hereunder, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

Binding Effect; No Assignment; No Third-Party Beneficiaries. (a) This Agreement will shall not be assigned by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties heretoparties, except that (i) Merger Sub may assign, in its sole discretion and without the consent of any other party heretoparty, any or all of its rights, interests and obligations hereunder to (A) Parent, (B) to Parent and one or more direct or indirect wholly owned Subsidiaries of Parent or (C) to one or more direct or indirect wholly owned Subsidiaries of Parent (each, a “Merger Sub Assignee”) and (ii) each of Parent 76 and Sub may assign, in its sole discretion and without the consent of any other party heretoparty, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries of its Affiliates Parent (each, a together with Parent, an “Parent Assignee”). Any Merger Sub Assignee and any Parent such Assignee may thereafter assign, in its sole discretion and without the consent of any other party heretoparty, any or all of its rights, interests and obligations hereunder to one or more additional Merger Assignees. Notwithstanding the foregoing, (A) Parent irrevocably and unconditionally guarantees the full performance of all obligations of Sub Assignees or Parent Assignees, respectively; provided, however, that and any Assignee under this Agreement and (B) in connection with no event shall any assignment impact in any way the form or amount of the Per Share Merger Consideration. Notwithstanding Section 2.5, to the extent any Merger Sub Assignee non-U.S. Taxes are deducted and withheld from the amounts otherwise payable pursuant to this Agreement solely as a result of an assignment by Parent pursuant to this Section 9.5(a) other than an assignment to a U.S. or Parent AssigneeIrish subsidiary of Parent, Parent and Merger Sub shall pay (or the assignorcause to be paid) such additional amounts as necessary so that after such deduction or withholding has been made (including such deduction or withholding applicable to additional sums payable under Section 2.5), as applicable will remain liable for the performance by Parent and Merger Sub (and recipient receives an amount equal to the amount it would have received had not such assignor, if applicable), as applicable, of their obligations hereunderdeduction or withholding been made. Subject to the preceding sentenceforegoing, but without relieving any party hereto of any obligation hereunder, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.