Assignments to Competitors Clause Samples

Assignments to Competitors. (i) If any assignment is made to any Competitor without the Company’s prior consent, the Company may, at its sole expense and effort, upon notice to the applicable Competitor and the Administrative Agent, (A) terminate any Commitment of such Competitor and repay all obligations of the Company owing to such Competitor in connection with such Commitment and/or (B) require such Competitor to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in this Section 10.06), all of its interest, rights and obligations under this Agreement and related Loan Documents to an Eligible Assignee that shall assume such obligations at the lesser of (x) the committed amount thereof and (y) the amount that such Competitor paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and other the other Loan Documents; provided that (i) the Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b) and (ii) such assignment does not conflict with Applicable Laws. (ii) The Administrative Agent shall have the right, and the Company hereby expressly authorizes the Administrative Agent, to (A) post the list of Competitors provided by the Company and any updates thereto from time to time (collectively, the “Competitor List”) on the Platform, including that portion of the Platform that is designated for “public side” Lenders or (B) provide the Competitor List to each Lender requesting the same.
View SourceView Similar (7)
Assignments to Competitors. In the event a Party receives an offer from an outside party or proposes to assign this Agreement to a Competitor, the assigning Party shall give the other Party written notice to such effect and, if requested by the non-assigning Party, the Parties shall negotiate for up to 60 days in an effort to reach agreement (i) that the proposed assignee is at least the equivalent of the assigning Party with respect to its fitness and ability to perform in accordance with the terms of this Agreement and (ii) that such assignment will not impair the reasonable business interests of the non-assigning party. If the Parties are unable to reach an agreement as to such matters, the non-assigning Party may terminate this Agreement upon 60 days written notice to the assigning Party following such assignment. In addition to and notwithstanding the foregoing, in the event the assigning Party is ASTA Medica, then BioNumerik may request and shall be granted a period (the "Evaluation Period") of up to 6 months following receipt of the written notice pursuant to this Section in which to make a determination as to whether or not to terminate this Agreement. During the Evaluation Period, (1) ASTA Medica shall continue to conduct all of its obligations hereunder regarding development and commercialization of the Product(s), (2) BioNumerik may conduct discussions with potential third party alliance partners for the Product(s) in the Territory and may disclose information regarding the Product(s) to such parties on a confidential basis, and (3) ASTA Medica shall provide reasonable support and assistance in connection with BioNumerik's discussions with such potential third party partners (including providing such information with respect to the Product(s) as may be reasonably requested by BioNumerik and being available for verbal discussions regarding the Product(s)). BioNumerik shall have the right at any time prior to the end of such Evaluation Period to terminate this Agreement upon 60 days advance written notice to ASTA Medica. In the event of such a termination by BioNumerik, BioNumerik shall make the reimbursements to ASTA Medica provided in Section 14.5 hereof, and ASTA Medica shall transfer to BioNumerik the exclusive ownership of all information and rights as provided in such Section 14.5.
View SourceView Similar (2)

Related to Assignments to Competitors

  • Assignments and transfers by the Lenders Subject to this Clause 23, a Lender (the “Existing Lender”) may: (a) assign any of its rights; or (b) transfer by novation any of its rights and obligations, to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

  • Assignments by ▇▇▇▇▇▇▇ Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.

  • Assignments by Lenders Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: