Parent Successors and Assigns. Parent may assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries of Parent or to any purchaser or licensee of substantial rights to the Product (each, an “Assignee”) provided that the Assignee agrees to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in connection with any assignment to an Assignee, Parent and Sub (or the other assignor) shall agree to remain liable for the performance by each Assignee(and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s successors and each Assignee, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidate. Each of Parent’s successors and assigns shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of the CVRs and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent.
Parent Successors and Assigns. Parent shall not consolidate with or merge into any other Person, or convey, transfer or lease substantially all of its assets to any Person, or sell convey, transfer or lease its rights and business in the Product separately from the rest of Parent’s business to any Person, unless the Person formed by such consolidation or into which Parent is merged, or the Person that acquires by conveyance or transfer, or that leases, substantially all of the assets of Parent or that acquires by conveyance or transfer substantially all of the rights and business in the Product separately from the rest of Parent’s business (the “Assignee”) shall have entered into an agreement, which to the reasonable satisfaction of the Stockholder Representative, obligates the Assignee to expressly assume the payment and other duties, obligations and covenants of Parent hereunder (including, without limitation, the obligations pursuant to Section 4.4); provided that, without limiting the foregoing, such reasonable satisfaction shall not be withheld or delayed in the event that Assignee has financial, operational and technical capability substantially comparable to, or better than, Parent. In the event Parent conveys, transfers or leases substantially all of its assets or conveys, transfers or leases substantially all of its rights and business in the Product separately from the rest of Parent’s business in accordance with the terms and conditions of this Section 6.2, Parent and the Assignee shall be jointly and severally liable for the performance of every duty and covenant of this Agreement on the part of Parent to be performed or observed. Notwithstanding the forgoing, Parent shall not consolidate with or merge into any other Person, or convey, transfer or lease substantially all of its assets to any Person, or sell convey, transfer or lease its rights and business in the Product separately from the rest of Parent’s business to any Person if any such consolidation, merger, conveyance, transfer or lease shall (a) cause the transactions contemplated by the Merger Agreement to fail to qualify as a reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code, or (b) if the Parent Common Stock immediately prior to the consummation of such transaction is Publicly Traded, result in the Parent Common Stock being converted into or exchanged for capital stock in another Person and such capital stock received in conversion or exchange shall not be of a class that is then Publicly Tra...
Parent Successors and Assigns. Parent may assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries of Parent or to any purchaser or licensee of substantial rights to TYMLOS (each, an “Assignee”). Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees; provided, however, that in connection with any assignment to an Assignee, Parent and Merger Sub (and such other assignor, if applicable) shall agree to remain liable for the performance by Parent and Merger Sub (and such other assignor, if applicable) of their obligations hereunder. This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s successors, and this Agreement shall not restrict Parent’s or any successor’s ability to merge or consolidate pursuant to this Section 6.3 and each Assignee. If Parent assigns this Agreement to a third party prior to the termination of this Agreement in accordance with Section 6.9, the full Milestone Payment Amount shall become immediately due and payable to each of the Holders.
Parent Successors and Assigns. Parent may assign any or all of its rights, interests and obligations hereunder (a) in its sole discretion and without the consent of any other party (i) to, any controlled Affiliate of Parent, but only for so long as it remains a controlled Affiliate of Parent, (ii) in connection with a Change of Control, provided that in the case of a Change of Control as defined in clauses (a) and (b) of the definition of “Change of Control”, unless otherwise consented to by the Acting Holders, any applicable Milestone Payment Amount due and payable pursuant to the terms of this Agreement shall be paid solely in cash, or (iii) in accordance with Section 4.7 to a Qualified Transferee in connection with a Product Transfer, or (b) with the prior written consent of the Acting Holders, any other Person; provided, however, that Parent may assign, in its sole discretion, any or all of its rights, interests and obligations under this Agreement after the Effective Time to any Person, provided that no such assignment shall relieve Parent of its obligations hereunder except as otherwise provided for in this Agreement. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. Any attempted assignment of this Agreement or any such rights in violation of this Section 7.3 shall be void and of no effect.
