Rights and Duties Upon Assignment By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as set forth in such Assignment and Acceptance.
Rights Upon Termination Except as expressly provided in Section 6, upon the termination of the Executive’s Employment pursuant to this Section 5, the Executive shall only be entitled to the compensation, benefits and reimbursements described in Sections 2, 3 and 4 for the period preceding the effective date of the termination. The payments under this Agreement shall fully discharge all responsibilities of the Company to the Executive.
Termination and Waiver of Rights of First Refusal The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.
Non-Assignment This Agreement shall not be assigned by either party without the written consent of the other party.
Rights Upon Expiration Neither party shall have any further rights or obligations upon the expiration of this Agreement upon its regularly scheduled expiration date with respect to this Agreement, other than the obligation of Licensee to make any and all reports and payments for the final quarter period. Provided, however, that upon such expiration, each party shall be required to continue to abide by its non-disclosure obligations as described in Section 7.1, and Licensee shall continue to abide by its obligation to indemnify Scripps as described in Section 4.3 and by its obligations under Section 6.2 hereof.
Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.
Transfer/Assignment This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged without the affirmative vote or written consent of the holders of a majority of the outstanding voting securities of each Fund.
Preservation of Purchase Rights Upon Merger, Consolidation, etc In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale, transfer or lease to another corporation of all or substantially all of the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of this Warrant the kind and amount of shares and other securities and property which such holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had this Warrant been exercised immediately prior to such action; PROVIDED, HOWEVER, that no adjustment in respect of cash dividends, interest or other income on or from such shares or other securities and property shall be made during the term of this Warrant or upon the exercise of this Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5. The provisions of this Section 5 shall apply similarly to successive consolidations, mergers, sales, transfers or leases.
Assignment of Rights Borrower acknowledges and understands that Agent or Lender may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”). After such assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of Agent and Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by Agent or Lender shall relieve Borrower of any of its obligations hereunder. Lender agrees that in the event of any transfer by it of the Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon.
Rights of First Offer In the event the Company proposes to offer or sell any additional shares of Common Stock or any security that is convertible into or carries the right to purchase shares of Common Stock to any of the Purchasers or any of their Affiliates, the Company shall offer each Purchaser and its Affiliates the right to subscribe to and purchase an amount of the securities to be so offered or sold corresponding to such Purchaser's Common Stock Percentage, subject to the terms, conditions, limitations and exemptions set forth below. The rights created by this Section 5 shall not apply to (a) the issuance and sale of Employee Shares, provided that the aggregate amount of Employee Shares shall not at any time exceed five percent (5%) of the outstanding Common Stock (on a fully-diluted basis), (b) the issuance of Company Securities to the Venture Investors at the Second Closing in accordance with the Securities Purchase Agreement, (c) the issuance of securities in connection with a Qualifying Initial Public Offering, or (d) the issuance of shares of Class A Common Stock or Class B Common Stock upon conversion of shares of Class B Common Stock or Class A Common Stock, respectively. The price and other terms and conditions upon which each of the Purchasers and their Affiliates may exercise the rights granted to them under this Section 5 shall be as established by the Company in connection with the authorization or approval of the subject offering or sale, which shall be set forth or summarized in a written notice issued to each of the Purchasers not less than thirty (30) days in advance of the date of the proposed offering or sale and which terms and conditions shall be no less favorable to each Purchaser and its Affiliates than those to be offered to all other Purchasers and their Affiliates. Each Purchaser and its Affiliates may exercise the subscription right granted pursuant to this Section 5 during the period of ten (10) days next following receipt of such written notice, such exercise to be signed and documented in such manner as the Company shall reasonably specify.
