Common use of Dissolution or Merger Clause in Contracts

Dissolution or Merger. Commercial Member’s membership in the Consortium automatically terminates, without notice, upon the merger or voluntary or involuntary dissolution of the Consortium. Notwithstanding the foregoing, no acquisition of the Consortium, voluntary or involuntary dissolution of the Consortium, or merger of the Consortium with or into another entity shall terminate, interfere with or modify the license rights granted Commercial Member under Section 2.2 with respect to IntelliCAD Licensed Materials, Enhancements, Modifications, and Derivative Works, which license rights shall automatically become paid-up, irrevocable, and non-sublicensable; provided, however, that this Section 5.4.3 shall only apply if and so long as Commercial Member: (i) is not, at the time, in breach of this Agreement; and (ii) complies with the terms of this Agreement including, but not limited to, payment of all membership fees and other assessments that were due and payable immediately prior to the dissolution or merger.

Appears in 2 contracts

Sources: Commercial Membership Agreement, Commercial Membership Agreement

Dissolution or Merger. Commercial Member’s membership in the Consortium automatically terminates, without notice, upon the merger or voluntary or involuntary dissolution of the Consortium. Notwithstanding the foregoing, no acquisition of the Consortium, voluntary or involuntary dissolution of the Consortium, or merger of the Consortium with or into another entity shall terminate, interfere with or modify the license rights granted Commercial Member under Section 2.2 with respect to IntelliCAD Licensed Materials, Enhancements, Modifications, and Derivative Works, which license rights shall automatically become paid-up, irrevocable, and non-sublicensable; provided, however, that this Section 5.4.3 shall only apply if and so long as Commercial Member: (i) is not, at the time, in breach of this Agreement; and (ii) complies with the terms of this Agreement including, but not limited to, payment of all membership fees and other assessments that were due and payable immediately prior to the dissolution or merger.

Appears in 1 contract

Sources: Commercial Membership Agreement