Common use of Successors, Assigns and Transferees Clause in Contracts

Successors, Assigns and Transferees. This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Zoetis may assign this Agreement at any time in connection with a sale or acquisition of Zoetis, whether by merger, consolidation, sale of all or substantially all of Zoetis’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of Zoetis’s rights and obligations under this Agreement. A Holder may assign its rights and obligations under this Agreement to any transferee that acquires at least five percent (5%) of the number of Registrable Securities beneficially owned by Pfizer immediately following the completion of the IPO and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to Zoetis. Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertaking.

Successors, Assigns and Transferees. This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Zoetis Elanco may assign this Agreement at any time in connection with a sale or acquisition of ZoetisElanco, whether by merger, consolidation, sale of all or substantially all of ZoetisElanco’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of ZoetisElanco’s rights and obligations under this Agreement. A Holder may assign its rights and obligations under this Agreement to any transferee that acquires at least five percent (5%) of the number of Registrable Securities beneficially owned by Pfizer Xxx Xxxxx immediately following the completion of the IPO and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to ZoetisElanco. Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertaking.

Successors, Assigns and Transferees. This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Zoetis The Company may assign this Agreement at any time in connection with a sale or acquisition of Zoetisthe Company, whether by merger, consolidation, sale of all or substantially all of Zoetisthe Company’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of Zoetisthe Company’s rights and obligations under this Agreement. A Holder may assign its rights and obligations under this Agreement to any transferee that acquires at least five percent (5%) % of the number outstanding shares of Registrable Securities beneficially owned by Pfizer immediately following the completion of the IPO Common Stock and executes an agreement to be bound hereby in the form attached #85967293v11 hereto as Exhibit A, an executed counterpart of which shall be furnished to Zoetisthe Company. Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertakingundertakings.

Successors, Assigns and Transferees. This The provisions of this Agreement and all provisions hereof the obligations and rights hereunder shall be binding upon and upon, inure to the benefit of and be enforceable by (and against) the parties hereto and their respective successors and permitted assigns. Zoetis Envista may assign this Agreement at any time in connection with a sale or acquisition of ZoetisEnvista, whether by merger, consolidation, sale of all or substantially all of ZoetisEnvista’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of ZoetisEnvista’s rights and obligations under this Agreement. A Holder may assign its rights and obligations under this Agreement to any transferee that acquires at least five percent (5%) of the number of Registrable Securities beneficially owned by Pfizer Xxxxxxx immediately following the completion of the IPO and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to ZoetisEnvista. Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertaking.

Successors, Assigns and Transferees. This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Zoetis The Company may assign this Agreement at any time in connection with a sale or acquisition of Zoetisthe Company, whether by merger, consolidation, sale of all or substantially all of Zoetisthe Company’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of Zoetisthe Company’s rights and obligations under this Agreement. A Holder may assign its rights and obligations under this Agreement to any transferee that acquires at least five percent (5%) % of the number of Registrable Securities beneficially owned by Pfizer immediately following the completion of the IPO outstanding Class A Common Shares and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to Zoetisthe Company. Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertakingundertakings.

Successors, Assigns and Transferees. This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Zoetis The Company may assign this Agreement at any time in connection with a sale or acquisition of Zoetisthe Company, whether by merger, consolidation, sale of all or substantially all of Zoetisthe Company’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of Zoetisthe Company’s rights and obligations under this Agreement. A Holder may assign its rights and obligations under this Agreement to any transferee that acquires at least five percent (5%) of the number of Registrable Securities beneficially owned by Pfizer SunEdison immediately following the completion of the IPO and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to Zoetisthe Company. Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertaking.

Successors, Assigns and Transferees. This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Zoetis The Company may assign this Agreement at any time in connection with a sale or acquisition of Zoetisthe Company, whether by merger, consolidation, sale of all or substantially all of Zoetisthe Company’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of Zoetisthe Company’s rights and obligations under this Agreement. A Holder may assign its rights and obligations under this Agreement to any transferee that acquires at least five percent (5%) % of the number outstanding shares of Registrable Securities beneficially owned by Pfizer immediately following the completion of the IPO Common Stock and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to Zoetisthe Company. Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertakingundertakings.

Successors, Assigns and Transferees. This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Zoetis The Company may assign this Agreement at any time in connection with a sale or acquisition of Zoetisthe Company, whether by merger, consolidation, sale of all or substantially all of Zoetisthe Company’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of Zoetisthe Company’s rights and obligations under this Agreement. A Holder may assign its rights and obligations under this Agreement to any transferee that acquires at least five percent (5%) % of the number of Registrable Securities beneficially owned by Pfizer immediately following the completion of the IPO outstanding Class A Common Shares and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to Zoetisthe Company. Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertaking.undertakings. Confidential treatment requested by the registrant for its submission of this draft registration statement pursuant to Securities and Exchange Commission Rule 83 HUD-267

Successors, Assigns and Transferees. This The provisions of this Agreement and all provisions hereof the obligations and rights hereunder shall be binding upon and upon, inure to the benefit of and be enforceable by (and against) the parties hereto and their respective successors and permitted assigns. Zoetis Vontier may assign this Agreement at any time in connection with a sale or acquisition of ZoetisVontier, whether by merger, consolidation, sale of all or substantially all of ZoetisVontier’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of ZoetisVontier’s rights and obligations under this Agreement. A Holder may assign its rights and obligations under this Agreement to any transferee that acquires at least five percent (5%) of the number of Registrable Securities beneficially owned by Pfizer Fortive immediately following the completion of the IPO and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to ZoetisVontier. Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertaking.

Successors, Assigns and Transferees. This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Zoetis The Company may assign this Agreement at any time in connection with a sale or acquisition of Zoetisthe Company, whether by merger, consolidation, sale of all or substantially all of Zoetisthe Company’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of Zoetisthe Company’s rights and obligations under this Agreement. A Holder may assign its rights and obligations under this Agreement to any transferee that acquires at least five percent (5%) % of the number of Registrable Securities beneficially owned by Pfizer immediately following the completion of the IPO outstanding Common Shares and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to Zoetisthe Company. Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertakingundertakings.

Successors, Assigns and Transferees. This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Zoetis The Company may assign this Agreement at any time in connection with a sale or acquisition of Zoetisthe Company, whether by merger, consolidation, sale of all or substantially all of Zoetisthe Company’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of Zoetisthe Company’s rights and obligations under this Agreement. A Holder Pre-IPO Shareholder may assign its rights and obligations under this Agreement to any transferee that (i) is a Permitted Transferee and (ii) acquires from such Pre-IPO Shareholder in a private placement a number of Class A Shares (including those derived from a conversion of Class B Shares) equal to at least five percent (5%) % of the aggregate number of Registrable Securities beneficially owned by Pfizer immediately following the completion of the IPO outstanding Class A Shares and Class B Shares and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to Zoetisthe Company. Notwithstanding the foregoing, in each case, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertakingundertakings. Except as set forth in this ‎Section 3.03, the Holders may not assign their rights and obligations hereunder.