Change of Control/Assignment. Neither THE COMPANY nor its liquidator, receiver, or statutory successor will, without the prior written consent of OPTIMUM RE, sell, assign, transfer, or otherwise dispose of this Agreement, or any interest in this Agreement, by voluntary or involuntary act.
Change of Control/Assignment. (a) The obligations of the Bank under Sections 6.1 and 6.3 of this Agreement shall terminate at the Bank's sole discretion, upon (A) an assignment of this Agreement by NDPS to any Person other than an Affiliate thereof without the written consent of the Bank; or (B) a change of Control of NDPS or Global Payments; or (C) an assignment by NDPS or an Affiliate thereof of Merchant Agreements representing all or substantially all of the volume of Card Transactions of the Merchant Business at that time.
(b) The rights of NDPS and its Affiliates to use the Bank's BINs and ICAs in accordance with the provisions of this Agreement shall terminate, at the Bank's sole discretion, upon (A) an assignment of this Agreement by NDPS to any Person other than an Affiliate thereof without the written consent of the Bank; (B) a change of Control of NDPS or Global Payments; or (C) an assignment by NDPS or an Affiliate thereof of Merchant Agreements representing all or substantially all of the volume of Card Transactions of the Merchant Business at that time, such that NDPS, Global Payments or the Merchant Business, as the case may be, is Controlled by a Canadian Financial Institution.
Change of Control/Assignment. Neither party may assign any of its rights and obligations hereunder without the prior written consent of the other party, and any such assignment or purported assignment shall be void, except that REGEN may assign its rights and obligations pursuant to a merger, or acquisition of REGEN, or a sale of all or substantially all of the assets relating to the Product.
Change of Control/Assignment. This Agreement, including all terms and conditions hereof which survive any termination or expiration of this Agreement, shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. Neither party may assign any of its rights and obligations hereunder without prior written consent of the other party, and any such assignment or purported assignment shall be void, except that an assignment pursuant to merger, acquisition or sale of all or substantially all of the assets of a party shall not require such consent.
Change of Control/Assignment. 9.1 The provisions of this Agreement, including the payment by ILLUMINA and receipt by AFFYMETRIX of all amounts specified in Section 4.1, shall be binding upon and inure to the benefit of the PARTIES and their permitted (if any) successors and assigns.
9.2 Each PARTY may assign its rights and obligations hereunder only in connection with the acquisition of all or substantially all of the assets or equity interests (whether by merger, recapitalization, reorganization or otherwise) of that PARTY, provided that the acquiring entity agrees in writing to be fully bound by all obligations of that PARTY under this Agreement, with a copy of such writing provided to the other PARTY within ten (10) business days of the effective date of such assignment.
9.3 In the event of any assignment by ILLUMINA as permitted hereunder, and/or in the event of any CHANGE OF CONTROL with respect to ILLUMINA, the covenant not to sxx granted by AFFYMETRIX under Article II shall be limited in scope and shall not extend to any then-existing products or technology of the acquiring/successor entity.
9.4 In the event of any assignment by AFFYMETRIX as permitted hereunder, and/or in the event of any CHANGE OF CONTROL with respect to AFFYMETRIX, the right granted by ILLUMINA under Section 2.3 shall be limited in scope and shall not extend to any then-existing products or technology of the acquiring/successor entity.
Change of Control/Assignment. The Agreement may be terminated immediately in writing in the event of a change of control of the Distributor, i.e. acquisition, directly or indirectly, by any third party, of any beneficial interest, voting rights or power to direct or cause the direction of the management and/or policies of the Distributor, whether through the ownership of voting securities, by contract or otherwise, where such party manufactures or sells a Competitive Product and said Competitive Product remains in the portfolio of the combined entity following portfolio review. If six (6) months after the Distributor informed IDM of the change of control a decision has not been made regarding whether the Competitive Product should remain in the combined portfolio the Chief Executive Officers of each Party shall attempt for a period of not more than sixty (60) days to reach an agreement on the situation. If the Chief Executive Officers can not agree appropriate commercial amendments in the said sixty (60) days, IDM shall be entitled to terminate this Agreement according to Article 17.2 (c) (ii). IDM acknowledges that this Agreement is being entered into by the Irish branch of CL. In the near future it is intended to incorporate the Irish branch as a separate legal entity under common ownership with CL. IDM agrees to the assignment of the rights, obligations, benefits, and burdens of this agreement from CL to the Irish affiliated company under common ownership with CL at the time that Irish branch is incorporated as a separate legal entity. Save as set forth above neither this Agreement nor any interest hereunder shall be assignable by either Party without the written consent of the other; provided, however, that each Party may assign this Agreement without obtaining the other Party’s consent to any of its Affiliates or to any other person with which such Party may merge, consolidate or transfer all or substantially all of such Party’s assets related to the Product. All rights and obligations under this Agreement and the licenses herein granted shall be binding upon and inure to the benefit of the successors in interest of the respective Parties. Any assignment in violation of the foregoing shall be null and void.
Change of Control/Assignment. 10.1 Neither party may assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld) except that, a party may assign or otherwise transfer its rights or obligations in whole or in part without such consent to a third party (other than a direct competitor of the other party) in connection with the merger, consolidation or sale of substantially all of the assets or voting control of the assigning party (“Change in Control”). Should during this agreement UBL experience a Change of Control, YP may terminate the Agreement immediately without penalty, or extend the Term of the Agreement for an additional twelve (12) months at the pre Change of Control fee structure.
Change of Control/Assignment. 9.1 The provisions of this Agreement, including the payment by ILLUMINA and receipt by AFFYMETRIX of all amounts specified in Section 4.1, shall be binding upon and inure to the benefit of the PARTIES and their permitted (if any) successors and assigns.
Change of Control/Assignment. This Agreement will be binding on the Parties and upon their respective successors and assigns and inure to the benefit of the Parties and their respective permitted successors and assigns.
i. If there is a Change of Control, in which the Company or its stockholders (in their capacity as stockholders) actually receive aggregate cash gross proceeds (the “Proceeds”), or if this Agreement is assigned by the Company to a third party (excluding an Affiliate of the Company), Company will pay University the lesser of: [***] dollars ($[***]) or *% of the Proceeds (“Change of Control Fee”) within thirty (30) days; provided that a maximum of one Change of Control Fee shall be payable pursuant to this Agreement.
ii. Company may at any time, upon written notice to University, assign or transfer this Agreement to a successor to all or substantially all of its business pertaining to this Agreement. Any such assignment will be conditioned on and will not be effective until:
(a) Company has given University written notice of the assignment within five (5) business days, including the new assignee’s contact information;
(b) The assignee or transferee has executed and delivered a written agreement assuming and undertaking all of the duties and obligations of Company under this Agreement; and
(c) University has received the full Change of Control Fee, if applicable. Except as provided above, Company shall not assign, transfer or delegate any right or obligation hereunder without the prior written consent of and any attempted conveyance in violation of any term of this Agreement will be null and void. University may assign or transfer this Agreement or its rights and obligations hereunder at any time to any third party on written notice to Company. In the event of an assignment by University, the assignee will be substituted for University as a party hereto, and University will no longer be bound hereby.
Change of Control/Assignment. 14.3.1 Without the prior written consent of the other Party, neither Party shall sell, transfer, assign, delegate (except as expressly permitted under this Definitive LRRK2 Agreement), pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Definitive LRRK2 Agreement or any of its rights or duties hereunder; provided, that (a) either Party may make such an assignment without the other Party’s consent to: (i) [***] or (ii) [***]. [***] Any attempted assignment or delegation in violation of this Section 14.3 (Change of Control; Assignment) shall be void and of no effect. All validly assigned and delegated rights and obligations of the Parties hereunder shall be binding upon and inure to the benefit of and be enforceable by and against the successors and permitted assigns of Denali or Biogen, as the case may be. The permitted assignee or transferee shall assume all obligations of its assignor or transferor under this Definitive LRRK2 Agreement. Without limiting the foregoing, the grant of rights set forth in this Definitive LRRK2 Agreement shall be binding upon any successor or permitted assignee of a Party, and the obligations of the other Party, including the payment obligations, shall run in favor of any such successor or permitted assignee of such Party’s benefits under this Definitive LRRK2 Agreement.
