NON-TRANSFERABILITY OF RIGHTS Sample Clauses
NON-TRANSFERABILITY OF RIGHTS. The Participant shall have no right to sell, transfer, pledge, assign or otherwise assign or hypothecate any of the Participant's rights under this Agreement or, until the portion of the Awards granted hereby covering the Restricted Stock Units and Performance Units shall vest, the Restricted Stock Units and Performance Units covered by the Award granted hereby, other than by will or the laws of descent and distribution, and such rights shall be exercisable during Participant's lifetime only by the Participant.
NON-TRANSFERABILITY OF RIGHTS. Optionee may not assign or transfer Optionee’s rights under this Agreement, nor may Optionee subject such rights (or any of them) to execution, attachment, garnishment, or similar process, except as permitted under Section 12.5(b) of the Plan. Any such impermissible attempted assignment or transfer by Optionee shall be null and void and shall not be recognized by the Company.
NON-TRANSFERABILITY OF RIGHTS. The rights and obligations derived from this Agreement are personal to the Parties and may not be transferred without the express written consent of the other Party. Similarly, without the express written consent of the other Party, neither Party may transfer or sell to third parties all or part of their rights and obligations under this Agreement. This excludes the Parties' ability to discount, or give guarantees to financial institutions on, credits connected with the execution of this Agreement. Alco's ability to enter into contracts of factoring, or of guarantees in general, regarding the Products of which Alco is the owner is also excluded.
NON-TRANSFERABILITY OF RIGHTS. The Parties agree that under no circumstances will the rights and obligations arising from this Contract be transferred wholly or in part (including transfers by way of mergers, demerger or the transfer or addition of a universality or a business division (whether or not by virtue of automatic transfer rules) to a third party, without the prior, express and written permission of the other Party, which may not unreasonably withhold or postpone such permission, particularly with regard to a possible merger or demerger of companies. Nevertheless, the contract and the rights and obligations that go with it, can be transferred to companies that are deemed to be associated with one of the Parties in the sense of Article 11 of the Belgian Company Code, on condition that the acquiring party also undertakes to transfer these rights and obligations back to the party making the transfer (and the party making the transfer undertakes to accept this transfer), as soon as the link between the party making the transfer and the acquiring party is deemed to exist.
NON-TRANSFERABILITY OF RIGHTS. The product marketing rights granted by the LLC pursuant to this Agreement are personal in nature to the party to whom they are granted and, except as otherwise provided in Section 6.1, are not transferable or licensable in any manner whatsoever by such party to whom they are granted hereby, nor are such product marketing rights otherwise exercisable by any person or entity other than the party to which such rights have been granted hereby.
7. Section 11.3 of the Agreement is hereby amended to read as follows:
NON-TRANSFERABILITY OF RIGHTS. The Parties agree not to transfer under any circumstances the rights and obligations arising from this BRP Contract in whole or in part (including transfers by way of mergers, demergers or the transfer or addition of a universality or a business division (whether or not by virtue of automatic transfer rules)) to a third party, without the prior, express and written permission of the other Party, which may not unreasonably withhold or postpone such permission, particularly with regard to a possible merger or demerger of companies. This BRP Contract, with the ensuing rights and obligations, can nonetheless be freely transferred to companies which are deemed to be associated companies of a Party under Article 120 of the Belgian Companies Code, although this is subject to the assignee undertaking to transfer these rights and obligations back to the assignor (and the assignor undertaking to accept this transfer), as soon as the solidarity between the assignor and the assignee ceases to exist.
NON-TRANSFERABILITY OF RIGHTS a. LICENSEE shall not grant, assign, sublicense or otherwise convey or transfer any rights inuring to LICENSEE or any obligations or duties owed by LICENSEE to LICENSOR under this Agreement, without the prior written consent of LICENSOR, and any attempted transfer or assignment shall be null and void. LICENSOR shall consider in good faith any request for such consent and promptly notify LICENSEE of LICENSOR'S decision, said decision to be in LICENSOR's sole discretion. LICENSEE shall have the right to transfer or assign its rights under this Agreement to an affiliate of LICENSEE (i.e., an entity in control of, controlled by or under common control with LICENSEE), provided that any such transfer or assignment does not in any way diminish, extinguish, or adversely affect LICENSEE'S obligations to LICENSOR under this Agreement. Nothing in this Section 12 is intended to prevent LICENSEE, its partners or affiliates from offering and selling stock to the public. LICENSOR shall provide LICENSEE with written notice if LICENSOR intends to assign or transfer to any third party any of its rights or obligations under this Agreement.
b. Notwithstanding anything to the contrary set forth in this Agreement, LICENSEE shall be permitted to assign and transfer LICENSEE's rights under this Agreement to any parent, subsidiary or other affiliate of LICENSEE if LICENSEE or its successor in interest remains fully liable for the performance of this Agreement by such assignee or transferee and indemnifies LICENSOR with respect to any costs and damages LICENSOR may incur because of such assignment or transfer.
NON-TRANSFERABILITY OF RIGHTS. Licensee shall not grant, assign, sublicense or otherwise convey or transfer any rights inuring to Licensee or any obligations or duties owed by Licensee to Licensor under this Agreement, without the prior written consent of Licensor, and any attempted transfer or assignment shall be null and void. Licensor shall consider in good faith any request for such consent and promptly notify Licensee of Licensor's decision, said decision to be in Licensor's sole discretion. Licensee shall have the right to transfer or assign its rights under this Agreement to an affiliate of Licensee (i.e., an entity in control of, controlled by or under common control with Licensee), provided that any such transfer or assignment does not in any way diminish, extinguish, or adversely affect Licensee's obligations to Licensor under this Agreement. Nothing in this Section 12 is intended to prevent Licensee, its partners or affiliates from offering and selling stock to the public.
NON-TRANSFERABILITY OF RIGHTS. No ISO and no rights under any ISO shall be assignable or transferable otherwise than by will or the laws of descent and distribution and, except to the extent otherwise provided in Section 11, the rights and the benefits of any such Option may be exercised and received, respectively, during the lifetime of the Grantee only by him or by his guardian or legal representative.
NON-TRANSFERABILITY OF RIGHTS. Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, neither the Shares and Notes nor any rights granted to the Investor pursuant to this Agreement, including without limitation, the rights contained in Sections 5, 6, 7 and 8 hereof, may be assigned, transferred, delegated or otherwise disposed of by the Investor to any other Person without the prior written consent of the Company; provided, however, that the Investor may (without such prior written consent but with notice to the Company) assign or transfer any of the Shares or Notes and the rights under this Agreement or any other Transaction Document (including, without limitation, the rights contained in Section 5, 6, 7 and 8 hereof) to any Affiliate of the Investor (each such Affiliate and any other Person consented to in writing by the Company, a “Permitted Transferee”). Upon any such assignment or transfer, the Permitted Transferee shall agree in writing to be bound by terms and conditions of this Agreement, and the Company shall issue (upon exchange of the Note and/or certificate representing the Shares held by the assigning or transferring Investor) a Note and/or certificate representing the Shares in the amounts assigned or transferred to such Permitted Transferee and a replacement Note and/or certificate representing the Shares to the assigning or transferring Investor for the balance not so assigned or transferred. As used herein, “Investor” shall include the Investor and any and all Permitted Transferees, and all Notes and Shares held or acquired by any Investor and any and all Permitted Transferees shall be aggregated together for the purpose of implementing or determining the availability of any rights under this Agreement.