Effect on Rights. In the event that, following the Share Acquisition Date, directly or indirectly: (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) and the Company shall not be the surviving or continuing company of such consolidation or merger; (y) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving company of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding Common Shares of the Company shall be changed into or exchanged for Shares or other securities of any other Person or cash or any other property; or (z) the Company shall sell or otherwise transfer (or one or more of its subsidiaries shall sell or otherwise transfer), in one transaction, or a series of related transactions, assets or earning power aggregating more than 50 percent of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which complies with Section 11(o) hereof), then, and in each such case (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: (i) each holder of a Right (except as provided in Section 7(e) hereof) shall thereafter be entitled to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of shares of validly authorized and issued, fully paid, non-assessable and freely tradable Common Shares of the Principal Party (as hereinafter defined), not subject to any liens, encumbrances, rights of call or first refusal, or other adverse claims as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the then number of 1/1,000ths of a Preferred Share for which a Right is then exercisable immediately prior to the first occurrence of any of the events described in subsections (x), (y) or (z) of this paragraph (a) of Section 13 (each a "Section 13 Event") (or, if an event described in Section 11(a)(ii) (each a "Section 11(a)(ii) Event") has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such 1/1,000ths of ...
Effect on Rights. Termination of this Agreement shall not act as a waiver of any breach of this Agreement by any party and shall not act as a release of any party from any liability for a breach or default under this Agreement.
Effect on Rights. Termination of this Agreement by either party shall not act as a waiver of any breach of this Agreement and shall not act as a release of either party from any liability for breach of such party's obligations under this Agreement. Within thirty (30) calendar days of termination of this Agreement with respect to any particular NMS Account and following the return of all NMS Account data as aforesaid, NMS shall pay to Healtheon all sums then due and owing. Upon termination of this Agreement (or at the end of applicable runoff periods for NMS Accounts, if any), all licenses for Healtheon Service and Intellectual Property granted under this Agreement shall terminate. The respective rights and obligations of Healtheon and NMS under the provisions of Sections 3(a), 3(b), 6(g), 7, 8, 9, 11, 13, 14 and 15 shall survive any termination of this Agreement.
Effect on Rights. As a result of the share-for-share ---------------- conversion of CCPR Common Stock for CoreComm Common Stock pursuant to the Merger and the adoption of the Rights Agreement dated as of January 24, 1992 between CCPR and Continental Stock Transfer & Trust Company, as the Rights Agent, each CCPR preferred stock purchase right will be converted into an identical preferred stock purchase right of CoreComm.
Effect on Rights. Each Right heretofore or hereafter issued under the Original Rights Agreement (as amended and in effect from time to time) shall be deemed to be amended in accordance with this Amendment.
Effect on Rights. Termination of this Agreement by a Party shall not act as a waiver of any breach of this Agreement and shall not act as a release of any Party from any liability for breach of such Party’s obligations under this Agreement. Except where otherwise specified, the rights and remedies granted to a Party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the Party may possess at law or in equity, including, without limitation, rights or remedies under applicable patent, copyright, trade secrets, or proprietary rights laws, rules or regulations.
Effect on Rights. Upon termination of this Agreement, all licenses for the Xxxx Benefits Affiliate Services, Marks, and Xxxx Benefits Intellectual Property granted under this Agreement shall terminate. The respective rights and obligations of Xxxx Benefits and Agent under the provisions of the following Articles shall survive any termination of this Agreement: Affiliate Fees and Related Obligations; Ownership and Proprietary Rights; Confidential Information; Disclaimer of Warranties; Limitation of Liability; Termination (subparagraph Rights and Obligations on Termination).
Effect on Rights. 13.4.1 Termination of this Agreement by either party shall not act as a waiver of any breach of this Agreement and shall not act as a release of either party from any liability for breach of such party's obligations under this Agreement.
13.4.2 Except as specified in Sections 13.5 and 13.6 below, upon termination or expiration of this Agreement, all licenses for AT&T WorldNet Software and its Documentation granted under this Agreement shall terminate.
13.4.3 Except where otherwise specified, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the party may possess at law or in equity, including without limitation rights or remedies under applicable patent, copyright trade secrets, or propriety rights laws, rules or regulations.
Effect on Rights. Termination of this Agreement by all Members or withdrawal of a Member shall not affect the rights and obligations of the Members that accrued prior to the effective date of the termination or withdrawal. Nevertheless, in case of withdrawal, the Member shall collaborate in order to make sure that its withdrawal of this Agreement allows the Studies to continue with the other Members. The Member withdrawn from Consortium shall have its participation in all ongoing Studies terminated but can continue to participate in CanCORPS studies as a Partner Institution as per definition in Appendix 2. All the Data collected from all the Studies the withdrawn Member is currently participating in shall remain part of the Study documentation and shall be used by the active Members, mentioning the participation of the withdrawn Member in the collection of the Data, as applicable.
Effect on Rights. (a) Termination of this Agreement by either Party shall not act as a waiver of any breaches of this Agreement and shall not act as a release of either Party from any liability for breaches of this Agreement. Any payments due one Party to the other that have accrued before termination of this Agreement for any reason, including outstanding credits, shall be due and payable within thirty (30) days after the date of termination.
(b) If bankruptcy, insolvency, liquidation, assignment for the benefit of creditors, appointment of a receiver, cessation of business, or similar or related event or action by Company results in a termination of Vendor’s right to receive the Market Capitalization Event Shares prior to the Market Capitalization Event Shares being earned, then, at the election of Vendor, Vendor’s obligations to provide the Platform Support shall terminate, and all of Company’s payment obligations for continuing Platform Support shall terminate; provided, however, that in any such event, Company may elect to acquire Perpetual Platform Support by payment of the Perpetual Platform Support Cash Consideration, in which case Vendor’s obligation to provide the Perpetual Platform Support shall continue in perpetuity as provided in this Agreement.
(c) Notwithstanding anything to the contrary in this Agreement, (i) the Platform License and all rights granted to Company thereunder; (ii) Company’s right to receive the Frozen Platform and all rights granted to Company with respect to the Frozen Platform; (iii) Company’s ownership and rights in the Company Platform Audience; and (iv) all of Company’s licenses and ownership rights in Deliverables that, in each case, have come into effect prior to the termination date shall not be terminated or cease by reason of any termination of this Agreement by either Party for any reason, and the provision of Section 2.1, Section 2.2, and 2.4 relating to the foregoing shall survive any termination of this Agreement.
