Common use of Binding Effect; Benefit; Assignment Clause in Contracts

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of any of its obligations hereunder.

Appears in 8 contracts

Sources: Tender and Support Agreement (Oracle Corp), Tender and Support Agreement (Packeteer Inc), Tender and Support Agreement (Hyperion Solutions Corp)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Subsidiary Purchaser may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more direct or indirect wholly owned subsidiaries of its Affiliates Parent at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Purchaser of any of its obligations hereunder.

Appears in 7 contracts

Sources: Tender and Support Agreement (Raging Capital Management, LLC), Tender and Support Agreement (Vitesse Semiconductor Corp), Tender and Support Agreement (Microsemi Corp)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.3 and Section 4.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary the Company may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary the Company of any of its obligations hereunder.

Appears in 5 contracts

Sources: Merger Agreement (CalciMedica, Inc. /DE/), Support Agreement (Cara Therapeutics, Inc.), Support Agreement (Angion Biomedica Corp.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.3 and Section 3.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of any of its obligations hereunder.

Appears in 5 contracts

Sources: Merger Agreement (Ocugen, Inc.), Support Agreement (Ocugen, Inc.), Support Agreement (Carisma Therapeutics Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary the Company may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary the Company of any of its obligations hereunder.

Appears in 5 contracts

Sources: Support Agreement, Support Agreement (AmpliPhi Biosciences Corp), Support Agreement (AmpliPhi Biosciences Corp)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.3 and Section 4.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of any of its obligations hereunder.

Appears in 4 contracts

Sources: Merger Agreement (CalciMedica, Inc. /DE/), Support Agreement (Angion Biomedica Corp.), Support Agreement (Graybug Vision, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) . No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Subsidiary Purchaser may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Purchaser of any of its obligations hereunder.

Appears in 4 contracts

Sources: Tender and Support Agreement (Adobe Systems Inc), Tender and Support Agreement (Excel Technology Inc), Tender and Support Agreement (BMC Software Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Subsidiary Purchaser may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more direct or indirect wholly owned subsidiaries of its Affiliates Parent at any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary Purchaser of any of its obligations hereunder.

Appears in 4 contracts

Sources: Tender and Support Agreement (Trimeris Inc), Tender and Support Agreement (Wind River Systems Inc), Tender and Support Agreement (Arigene Co., Ltd.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.3 and Section 4.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary the Company may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary the Company of any of its obligations hereunder.

Appears in 4 contracts

Sources: Support Agreement (Vallon Pharmaceuticals, Inc.), Support Agreement (Seneca Biopharma, Inc.), Support Agreement (Sunesis Pharmaceuticals Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) . No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party parties hereto, except that each of Parent and Merger Subsidiary Sub may transfer or assign its their rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates direct or indirect Subsidiaries at any time; provided that provided, however, such transfer or assignment shall not relieve Parent or Merger Subsidiary Sub of any of its respective obligations hereunder. Any purported assignment in violation of this Section 4.4 shall be void.

Appears in 3 contracts

Sources: Voting Agreement (Mitel Networks Corp), Voting Agreement (Mitel Networks Corp), Voting Agreement (Mitel Networks Corp)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) . No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party parties hereto, except that each of Parent and Merger Subsidiary Sub may transfer or assign its their rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates direct or indirect Subsidiaries at any time; provided that provided, however, such transfer or assignment shall not relieve Parent or Merger Subsidiary Sub of any of its respective obligations hereunder. Any purported assignment in violation of this Section 4.4 shall be void.

Appears in 3 contracts

Sources: Voting Agreement (Cabelas Inc), Voting Agreement (Cabelas Inc), Voting Agreement (Cabelas Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Subsidiary party may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time, and, after the Closing Date, to any Person; provided that no such transfer or assignment shall not relieve Parent or Merger Subsidiary of any such party of its obligations hereunderhereunder or enlarge, alter or change any obligation of any other party hereto or due to such party.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Partnerre LTD), Securities Purchase Agreement (Partnerre LTD), Securities Purchase Agreement (Partnerre LTD)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) . No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party parties hereto, except that each of Parent and Merger Subsidiary may transfer or assign its their rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary of any of its respective obligations hereunder. Any purported assignment in violation of this Section 5.7 shall be void.

Appears in 3 contracts

Sources: Tender and Voting Agreement, Tender and Voting Agreement (Realogy Group LLC), Tender and Voting Agreement (Ziprealty Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No party . None of the parties hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party parties hereto, except that each of Parent Antelope and Merger Subsidiary Holdco may transfer or assign its their respective rights and obligations under this Agreement, in whole or from time to time in part, to one or of more of its their respective Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent Antelope or Merger Subsidiary Holdco, as the case may be, of any of its obligations hereunder.

Appears in 3 contracts

Sources: Merger Agreement (Avago Technologies LTD), Support Agreement (Avago Technologies LTD), Support Agreement (Avago Technologies LTD)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) . No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Sub of any of its obligations hereunder.

Appears in 3 contracts

Sources: Merger Agreement (United Industrial Corp /De/), Tender and Support Agreement (Textron Inc), Tender and Support Agreement (Textron Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) . No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of the Parent and Merger Subsidiary Parties may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve such Parent or Merger Subsidiary Party of any of its obligations hereunder.

Appears in 2 contracts

Sources: Support Agreement (Occam Networks Inc/De), Support Agreement (Calix, Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) . No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent Purchaser and Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates or Subsidiaries at any time; provided provided, that such transfer or assignment shall not relieve Parent Purchaser or Merger Subsidiary Sub of any of its obligations hereunder.

Appears in 2 contracts

Sources: Tender and Support Agreement (American Land Lease Inc), Tender and Support Agreement (GCP Sunshine Acquisition, Inc. A Delaware Corp)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and or Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of its their Affiliates at any timetime and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of any of its obligations hereunderhereunder or enlarge, alter or change any obligation of any other party hereto or due to Parent or Merger Subsidiary.

Appears in 2 contracts

Sources: Merger Agreement (Callidus Software Inc), Merger Agreement (Callidus Software Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon on and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each the other party heretoparty, except that each of Parent and Merger Subsidiary may transfer or assign its rights and obligations under this Agreementhereunder, in whole or from time to time in part, to one or more of its Affiliates (including Merger Subsidiary) at any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of any of its obligations hereunder.

Appears in 2 contracts

Sources: Voting Agreement (Illumina Inc), Voting Agreement (Pacific Biosciences of California, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary Potomac may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Potomac of any of its obligations hereunder.

Appears in 2 contracts

Sources: Support Agreement (InterWest Partners IX, LP), Support Agreement (Transcept Pharmaceuticals Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent Organovo and Merger Subsidiary Buyer may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent Organovo or Merger Subsidiary Buyer, as applicable, of any of its obligations hereunder.

Appears in 2 contracts

Sources: Support Agreement (Organovo Holdings, Inc.), Support Agreement (Organovo Holdings, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) . No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party parties hereto, except that each of Parent and Merger Subsidiary Acquisition Sub may transfer or assign its their rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, however, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Acquisition Sub of any of its respective obligations hereunder. Any purported assignment in violation of this Section 5.5 shall be void.

Appears in 2 contracts

Sources: Tender Support Agreement (Encana Corp), Tender Support Agreement (Encana Corp)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Subsidiary Purchaser may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary Purchaser of any of its obligations hereunder.

Appears in 2 contracts

Sources: Tender and Support Agreement (Costa Brava Partnership III LP), Tender and Support Agreement (Emancipation Capital)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) . No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent Purchaser and Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent Purchaser or Merger Subsidiary Sub of any of its obligations hereunder.

Appears in 2 contracts

Sources: Tender and Support Agreement (Whole Foods Market Inc), Tender and Support Agreement (Wild Oats Markets Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary of any of its obligations hereunder.

Appears in 2 contracts

Sources: Support Agreement (Ixys Corp /De/), Support Agreement (Zilog Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Subsidiary Acquisition Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one any Affiliates or more Subsidiary of its Affiliates Parent at any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of any Acquisition Sub of its obligations hereunder.

Appears in 2 contracts

Sources: Merger Agreement (Gateway Inc), Tender and Support Agreement (Acer Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4 and Section 4.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary the PubCo may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary the PubCo of any of its obligations hereunder.

Appears in 2 contracts

Sources: Support Agreement (Vallon Pharmaceuticals, Inc.), Support Agreement (Seneca Biopharma, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4 and Section 4.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of the Parent and Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve the Parent or Merger Subsidiary of any of its obligations hereunder.

Appears in 2 contracts

Sources: Support Agreement (Sunesis Pharmaceuticals Inc), Support Agreement (Tocagen Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except for Section 7.07, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, hereto except that each of Parent and Acquiror or Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreementassign, in whole or from time to time in part, to one or more of its Affiliates at affiliates, its rights under this Agreement, but any time; provided that such transfer or assignment shall will not relieve Parent Acquiror or Merger Subsidiary of any Sub of its obligations hereunder.

Appears in 2 contracts

Sources: Merger Agreement (Steakhouse Partners Inc), Merger Agreement (Roadhouse Grill Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.3 and Section 4.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) . No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party parties hereto, except that each of Parent and Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of any of its obligations hereunder.

Appears in 2 contracts

Sources: Company Voting Agreement (Kubient, Inc.), Company Voting Agreement (Kubient, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and and, except as provided in Section 7.1, shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as provided in Section 7.1, no provision of this Agreement Agreement, express or implied, is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder of any nature whatsoever under or by reason of this Agreement upon any Person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and or Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Sub of any of its obligations hereunder.

Appears in 2 contracts

Sources: Merger Agreement (Axway Inc.), Merger Agreement (Tumbleweed Communications Corp)

Binding Effect; Benefit; Assignment. (a) The Subject to the final sentence of this Section 4.4, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No party . None of the parties hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party parties hereto, except that each of Parent and Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary of any of its obligations hereunder.

Appears in 2 contracts

Sources: Support Agreement (Alaska Air Group, Inc.), Support Agreement (Virgin America Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary PTI may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary PTI of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Proteostasis Therapeutics, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) . No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Subsidiary any Purchaser may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary such Purchaser of any of its obligations hereunder.

Appears in 1 contract

Sources: Asset Purchase Agreement (Zilog Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) . No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party parties hereto, except that each of Parent and Merger Subsidiary Sub may transfer or assign its their rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that provided, however, such transfer or assignment shall not relieve Parent or Merger Subsidiary Sub of any of its respective obligations hereunder. Any purported assignment in violation of this Section 5.4 shall be void.

Appears in 1 contract

Sources: Tender Support Agreement (Mitel Networks Corp)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Subsidiary Purchaser may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more direct or indirect wholly owned subsidiaries of its Affiliates Parent at any time; provided PROVIDED that such transfer or assignment shall not relieve Parent or Merger Subsidiary Purchaser of any of its obligations hereunder.

Appears in 1 contract

Sources: Tender and Support Agreement (HealthCor Management, L.P.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary Molecular may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Molecular of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Threshold Pharmaceuticals Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary Miragen may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Miragen of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Signal Genetics, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary Threshold may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Threshold of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Threshold Pharmaceuticals Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Transcept Pharmaceuticals Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary Twin Vee Co. may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Twin Vee Co. of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Twin Vee PowerCats, Co.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary Innovate may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Innovate of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Monster Digital, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary Eiger may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Eiger of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Celladon Corp)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary Signal may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Signal of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Signal Genetics, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary Arcturus may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Arcturus of any of its obligations hereunder.

Appears in 1 contract

Sources: Merger Agreement (Alcobra Ltd.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Subsidiary any Purchaser may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary such Purchaser of any of its obligations hereunder.

Appears in 1 contract

Sources: Asset Purchase Agreement (Universal Electronics Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary Celladon may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Celladon of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Celladon Corp)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent Purchaser and Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve Parent Purchaser or Merger Subsidiary Sub of any of its obligations hereunder.

Appears in 1 contract

Sources: Tender and Support Agreement (Greatbatch, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall will be binding upon and shall will inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) . No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Subsidiary the Purchaser may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (a) one or more of its Affiliates at any timetime and (b) after the Closing, to any Person; provided provided, however, that such transfer or assignment shall will not relieve Parent or Merger Subsidiary of any the Purchaser of its obligations hereunderhereunder or enlarge, alter or change any obligation of any other party hereto or due to the Purchaser.

Appears in 1 contract

Sources: Registration Rights Agreement (Luminar Technologies, Inc./De)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary Opexa may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Opexa of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Opexa Therapeutics, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary Sub of any of its obligations hereunder.

Appears in 1 contract

Sources: Sale and Support Agreement (Watsco Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary Acer may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Acer of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Opexa Therapeutics, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary Monster may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Monster of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Monster Digital, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Subsidiary Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of any of its obligations hereunder.

Appears in 1 contract

Sources: Tender and Support Agreement (Webmethods Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary Sellas may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Sellas of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Galena Biopharma, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) . No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party parties hereto, except that each of Parent and Merger Subsidiary Acquisition Sub may transfer or assign its their rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, however, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Acquisition Sub of any of its respective obligations hereunder. Any purported assignment in violation of this Section 4.4 shall be void.

Appears in 1 contract

Sources: Non Exchange Agreement (Encana Corp)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent Lpath and Merger Subsidiary Buyer may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent Lpath or Merger Subsidiary Buyer, as applicable, of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Lpath, Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Subsidiary Company may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary Company of any of its obligations hereunder.

Appears in 1 contract

Sources: Transition Services Agreement (Western Digital Corp)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as expressly provided in Section 7.04, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party heretoparty, except that each of Parent and Merger Subsidiary or MergerSub may transfer or assign its rights and obligations under this Agreementassign, in whole or from time to time in part, to one or more of its Affiliates at their Affiliates, the right to enter into the transactions contemplated by this Agreement, but any time; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of any MergerSub of its obligations hereunder.

Appears in 1 contract

Sources: Merger Agreement (Artisan Components Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary the Company may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary the Company of any of its obligations hereunder.

Appears in 1 contract

Sources: Stockholder Support Agreement (Yumanity Therapeutics, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary Versartis may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Versartis of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Versartis, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary PTI may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary the Company of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Proteostasis Therapeutics, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except with respect to Article 11, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Subsidiary Buyer may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of its their Affiliates at any timetime and (ii) after the Closing, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of any Buyer of its obligations hereunderhereunder or enlarge, alter or change any obligation of any other party hereto or due to Buyer.

Appears in 1 contract

Sources: Share Purchase Agreement (8x8 Inc /De/)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. (b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that each of Parent and Merger Subsidiary party may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any timetime and, after the Closing Date, to any Person; provided that no such transfer or assignment shall not relieve Parent or Merger Subsidiary of any such party of its obligations hereunderhereunder or enlarge, alter or change any obligation of any other party hereto or due to such party.

Appears in 1 contract

Sources: Securities Purchase Agreement (Partnerre LTD)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.3, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary the Company may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary the Company of any of its obligations hereunder.

Appears in 1 contract

Sources: Company Shareholder Support Agreement (Yumanity Therapeutics, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary Aravive may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Aravive of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Versartis, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) . No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party parties hereto, except that each of Parent and Merger Subsidiary Acquisition Sub may transfer or assign its their rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Acquisition Sub of any of its respective obligations hereunder. Any purported assignment in violation of this Section 5.5 shall be void.

Appears in 1 contract

Sources: Tender Support Agreement (Opentable Inc)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary the Company or Holdings may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent the Company or Merger Subsidiary Holdings of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Proteostasis Therapeutics, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No Except as set forth in Section 1.4, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person person other than the parties hereto and their respective successors and assigns. (b) No . Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each the other party hereto, except that each of Parent and Merger Subsidiary Galena may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary Galena of any of its obligations hereunder.

Appears in 1 contract

Sources: Support Agreement (Galena Biopharma, Inc.)

Binding Effect; Benefit; Assignment. (a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties Parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties Parties hereto and their respective successors and assigns. (b) No party Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party Party hereto, ; except that each of Parent and Merger Subsidiary Buyer may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided provided, that such transfer or assignment shall not relieve Parent or Merger Subsidiary of any Buyer of its obligations hereunderhereunder or enlarge, alter or change any obligation of any other party hereto or due to Buyer.

Appears in 1 contract

Sources: Stock Purchase Agreement (CM Finance Inc)