Limitation on Transferability of Seller License Sample Clauses

Limitation on Transferability of Seller License. (a) The Seller License may be transferred by Seller only once and only to a transferee that is either (a) the purchaser of all or substantially all of the operating assets (other than cash) of Seller or (b) the successor of Seller in connection with a merger or acquisition involving the sale of all, or substantially all, of the outstanding capital stock of Seller (each of (a) and (b) a “Permitted Transferee”). (b) Notwithstanding the foregoing, in no event will a transfer of the Seller License by Seller to any Subsidiary of Seller count against the number of permitted transfers by Seller set forth in paragraph 4.5B(1)(a) above. For purposes of this paragraph, “Subsidiary” means any corporation, company or other entity of which Seller (i) has voting shares or other voting securities, ownership and control of more than fifty percent (50%) of the outstanding shares or securities entitled to vote for the election of directors or similar managing authority of such entity or (ii) does not have outstanding shares or securities, but has more than fifty percent (50%) of the ownership interest representing the right to manage such entity. An entity shall be deemed to be a Subsidiary under this Agreement only so long as all the requirements of being a Subsidiary are met as of or at any time after the Closing. (c) If Seller transfers the Seller License to a Permitted Transferee, such Permitted Transferee may transfer the Seller License only once and only to a transferee that is either (a) the purchaser of all or substantially all of the operating assets (other than cash) of such Permitted Transferee or (b) the successor of such Permitted Transferee in connection with a merger or acquisition involving the sale of all, or substantially all, of the outstanding capital stock of such Permitted Transferee (each of (a) and (b) a “Second Permitted Transferee”).
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Limitation on Transferability of Seller License. The Seller License may be assigned by Seller once and only once within two (2) years of the Effective Date (the “Unrestricted Assignment Period”) without restriction on the assignee (“Assignee”) other than such restrictions as are set forth in paragraph 4.4 above (provided that Seller gives Purchaser prompt written notice of the assignment within fifteen (15) days after such assignment), and after such assignment the assignee and its Affiliates shall have all license rights granted hereunder to Seller and its Affiliates, respectively, subject to the restrictions set forth herein. After the earlier of the expiration of the Unrestricted Assignment Period or the assignment of the Seller License in accordance with the preceding sentence, the Seller License may be transferred only to a transferee that is purchasing the entire business line of the Covered Products of Seller or the Assignee, as applicable (a “Permitted Transferee”). In the event of such a transfer(a “Transfer”), the Permitted Transferee and its Affiliates shall have all license rights granted hereunder to Seller and its Affiliates, respectively, subject to the restrictions set forth herein. Further, in the event of a Transfer, the Covered Products will be limited to the products that had been commercially released by Seller and, if applicable, the Assignee, or that are in the prototype phase of development and are intended for commercial release solely by or on behalf of Seller or the Assignee, as applicable, prior to the effective date of such Transfer and the merely incremental differences of such products, and the Covered Products will not include, and in no event will the Seller License extend to, any other products, processes or services of (x) a Permitted Transferee, (y) any affiliate (other than Seller, the Assignee or an Affiliate of the Permitted Transferee, as applicable) of such purchaser or successor, or (z) any other person. Seller or the Assignee, as applicable, shall, within thirty (30) days after a Transfer, provide Purchaser with written notice of such Transfer, which notice will contain: (i) the effective date of the Transfer, (j) a description of the transaction through which the Transfer occurred, and (k) detailed information regarding the respective products, processes and services of Seller, the Assignee, the Permitted Transferee, and the purchasing entity, as applicable, as of the effective date of the Transfer, and the Seller License will immediately terminate in the event...
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Limitation on Transferability of Seller License. Notwithstanding anything to the contrary herein, the Seller License may be transferred by Seller and by each Seller Affiliate to a transferee that is either (a) the purchaser of all or substantially all of the operating assets (other than cash) of Seller or such Seller Affiliate, or (b) the successor of Seller or such Seller Affiliate in connection with a merger involving the sale of all, or substantially all, of the outstanding capital stock of Seller or the relevant Affiliate (the transferee in (a) and (b) a "Permitted Transferee" and the transaction described in (a) or (b), an “M&A Event”); provided that: (i) the Permitted Transferee is not a party to a patent assertion claim or infringement action or suit involving one or more of the Patents prior to the M&A Event, (ii) the Seller License transferred in the M&A Event will apply strictly to the Covered Products that had been commercially released by Seller or the applicable Seller Affiliate prior to the effective date of the M&A Event, and (iii) the Covered Products will not include, and in no event will the Seller License extend to, any other products, processes or services of (x) the Permitted Transferee, (y) any affiliate (other than Seller) of such Permitted Transferee, or (z) any other Person.
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Limitation on Transferability of Seller License. The Seller License may be transferred only as follows in this paragraph 4.5. The Seller License may be transferred only to a transferee that is either (i) the purchaser of all or substantially all of the operating assets (other than cash) of Seller, (ii) the successor of Seller in connection with a merger involving the sale of all, or substantially all, of the outstanding capital stock of Seller or (iii) the purchaser of substantially all of the fixed assets and intellectual property of one of Seller’s product lines (each of (i), (ii) and (iii) a “Permitted Transferee”).
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Related to Limitation on Transferability of Seller License

  • Restriction on Transferability Prior to vesting and delivery of the Shares, neither the mPRSUs, nor the Shares or any beneficial interest therein, may be sold, transferred, pledged, assigned, or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the above, distribution can be made pursuant to will, the laws of descent and distribution, and if provided by the Administrator, intra-family transfer instruments, or to an inter vivos trust, or as otherwise provided by the Administrator. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.

  • Limitations on Transferability This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

  • Non-transferability of Interest None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

  • Non-Transferability of RSUs Unless otherwise provided by the Committee in its discretion, RSUs may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of RSUs in violation of the provisions of this Section 6 and Section 9(a) of the Plan shall be void.

  • Non-Transferability of Options The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

  • Non-Transferability of Option This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

  • Limitation on Subsequent Registration Rights Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

  • Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.

  • Non-Transferability of Award The Award, or any portion thereof, is not transferable except as designated by the Participant by will or by the laws of descent and distribution or pursuant to a domestic relations order. Except as provided in the immediately preceding sentence, the Award shall not be assigned, transferred, pledged, hypothecated or otherwise disposed of by the Participant in any way whether by operation of law or otherwise, and shall not be subject to execution, attachment or similar process. Any attempt at assignment, transfer, pledge, hypothecation or other disposition of the Award contrary to the provisions hereof, or the levy of any attachment or similar process upon the Award, shall be null and void and without effect.

  • Non-Transferability Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

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