Transferability; Binding Effect Clause Samples

Transferability; Binding Effect. The rights of the Participant under this Agreement shall not be transferable except, in the event of death, by will or by the laws of descent and distribution. Subject to the provisions of the Plan, this Agreement shall inure to the benefit of and be binding upon the Participant and the Company and their respective heirs, legal representatives, successors and assigns.

Transferability; Binding Effect. Neither this Agreement, nor any of the rights or obligations of a Party may be directly or indirectly assigned, sold, delegated or otherwise disposed of without the prior written consent of the other Party, which consent may not be unreasonably withheld; provided, however, that either Party may assign this Agreement to an Affiliate, including any successor in interest by way of any reincorporation or other reorganization, and either Party may assign this Agreement to a successor by merger, acquisition, or sale of all or substantially all of such Party's business assets in the field to which this Agreement relates without the consent of the other Party, provided that in each case, absent a novation agreement between the assigning Party and the other Party, such assigning Party shall continue to be liable for any breaches of this Agreement by the assignee.

Transferability; Binding Effect. The undersigned hereby agrees that this Subscription Agreement may not be sold, assigned, pledged, transferred or otherwise disposed of, except as otherwise provided for herein, in any manner, by the purchaser, without the prior written consent of the Company. This Subscription Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns and the undersigned's heirs, personal representatives, successors and permitted assigns.

Transferability; Binding Effect. (a) Neither this Agreement nor any Product Addendum, nor any of the rights or obligations of Patheon may be directly or indirectly assigned, sold, delegated or otherwise disposed of by Patheon without the prior written consent of XenoPort, which consent may not be unreasonably withheld. To the extent that (i) Patheon seeks to assign this Agreement or any Product Addendum to a successor by merger, acquisition, or sale (an “Acquirer”) of all or substantially all of its business assets in the field to which this Agreement relates; or (ii) Patheon seeks to assign this Agreement in its entirety to an Affiliate of Patheon, XenoPort will consent to the assignment if the Acquirer or Affiliate: [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) XenoPort may assign its rights and duties under this Agreement or any Product Addendum with prior written approval from Patheon, this approval not to be unreasonably withheld, and any Assignee will be bound by the Terms of this Agreement. Patheon may reasonably withhold consent for a partial assignment in cases where the proposed partial assignment will create a financial hardship for Patheon on the proposed assigned products. XenoPort will have the right to assign this Agreement in its entirety to an Affiliate of XenoPort and Patheon will consent to the assignment. (c) XenoPort may enter into a [ * ] with a Third Party [ * ] including pursuant to a [ * ]. Under these circumstances, XenoPort’s Third Party [ * ] may either audit Patheon under the same terms as allowed for XenoPort in this Agreement per Article XI, or, at XenoPort’s discretion, XenoPort may provide copies of any reports generated from Article XI, provided that the Third Party will execute a confidentiality agreement containing substantially those terms provided in Article XVI, and XenoPort has provided Patheon with notice of its intent to enter into a [ * ] with a Third Party [ * ]. Patheon will, within [ * ] the date of XenoPort’s notice, provide XenoPort written notice of its objection to providing the Third Party [ * ] with the right to audit or provide copies of an audit report on the basis that the Third Party [ * ] is a competitor of Patheon as of the time Patheon is notified by XenoPort of the potential Third Party [ * ]. Except where Patheon provides a written objection within t...

Transferability; Binding Effect. The Restricted Stock Units may not be sold, exchanged, transferred, pledged, hypothecated, assigned, disposed of or otherwise encumbered, whether voluntarily, involuntarily or by operation of law. Any attempted sale, exchange, transfer, pledge, hypothecation, assignment, disposition or encumbrance of such Restricted Stock Units in violation of this Agreement shall be void and of no effect and the Company shall have the right to disregard the same on its books and records. Further, the rights of the Participant under this Agreement shall not be transferable except, in the event of death, by will or by the laws of descent and distribution. Subject to the provisions of the Plan, this Agreement shall inure to the benefit of and be binding upon the Participant and the Company and their respective heirs, legal representatives and successors.

Transferability; Binding Effect. The rights of the Executive under this Agreement shall not be transferable except, in the event of death, by will or by the laws of descent and distribution. Subject to the provisions of the Plan, this Agreement shall inure to the benefit of and be binding upon the Executive and the Company and their respective heirs, legal representatives, successors and assigns.

Transferability; Binding Effect. This Agreement may not be assigned or otherwise transferred (in whole or in part, whether voluntarily, by operation of law or otherwise) by either Party without the prior written consent of the other Party (which consent shall not be unreasonably withheld); provided, however, that such consent shall not be required in connection with (a) assignment or transfer to an Affiliate of the Party; (b) a merger, consolidation or reorganization of the Party, (c) a sale or transfer of all or substantially all of the voting stock, or all or substantially all of the assets, of the Party, or (d) a sale or transfer by the Party of all or substantially all of the assets of the Party with respect to its program related to Products. Notwithstanding the foregoing, any such assignment or transfer to an Affiliate shall not relieve the assigning Party of its responsibilities for performance of its obligations under this Agreement. The rights and obligations of the Parties under this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties. Any attempted assignment not in accordance with this Agreement shall be void.

Transferability; Binding Effect. The rights of the Participant under this Agreement shall not be transferable except, in the event of death, by will or by the laws of descent and distribution, provided that a transfer, assignment or division of the Participant’s rights and interests under this Agreement may be made to a spouse or former spouse in accordance with a domestic relations order or comparable order applicable to the Participant, in which event such transferred, assigned or divided rights and interests shall remain subject to the provisions of this Agreement. Subject to the provisions of the Plan, this Agreement shall inure to the benefit of and be binding upon the Participant and the Company and their respective heirs, legal representatives, successors and assigns.

Transferability; Binding Effect. The Option is not transferable by Optionee otherwise than by will or the laws of descent and distribution, and in no event shall this award be transferred for value.