Effects of Contemplated Transactions Sample Clauses

Effects of Contemplated Transactions. Neither this Agreement, nor the transactions contemplated by this Agreement, nor the assignment to Parent by operation of law or otherwise of any Contracts to which the Company or any of its Subsidiaries is a party, will cause: (i) Parent or any of its Affiliates, or the Company or any of its Subsidiaries, to grant to any third party any license or other right to any Intellectual Property, (ii) Parent or any of its Affiliates, or the Company or any of its Subsidiaries, to be bound by or subject to any non-compete or other material restriction on the operation or scope of their respective businesses or (iii) Parent or any of its Affiliates, or the Company or any of its Subsidiaries, to be obligated to pay any royalties or other fees with respect to Intellectual Property of any third party (other than filing fees payable to the PTO or other relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions) in excess of those payable by the Company and its Subsidiaries in the absence of this Agreement or the transactions contemplated hereby.
View Source
Effects of Contemplated Transactions. Neither the execution, delivery or performance of this Agreement, nor the consummation of any of the transactions contemplated by this Agreement, will result in, or give any other Person the right or option to cause or declare: (i) Purchaser or any of its respective Affiliates, or any Acquired Company, to grant, assign or transfer to any other Person any license or other right or interest under, in or to any Company Intellectual Property; (ii) Purchaser or any of its Affiliates, or any Acquired Company, to be bound by or subject to any non‑compete or other restriction on the operation or scope of their respective businesses; (iii) a breach of, an obligation to obtain any consent under, or the right of any Person to terminate any Contract pursuant to which any Acquired Company (including a license for Shrink-Wrap Code) has been granted, or has granted to any other Person, any license to or under any Technology or Intellectual Property Rights; (iv) Purchaser or any of its Affiliates, or any Acquired Company, to be obligated to pay any royalties or other fees with respect to Intellectual Property Rights of any third party in excess of those payable by any Acquired Company in the absence of this Agreement or the transactions contemplated hereby; (v) by the terms of any Company Contract, a reduction of any royalties, revenue sharing, or other payments that an Acquired Company would otherwise be entitled to with respect to any Company Intellectual Property; (vi) a loss of, or Lien on, any Company Intellectual Property; or (vii) the release, disclosure or delivery of any Company Intellectual Property or Company Product by or to any escrow agent or other Person.
View Source

Related to Effects of Contemplated Transactions

  • Related Transactions 10 4.9 Insurance.............................................................................10 4.10

  • Contemplated Transactions “Contemplated Transactions” shall mean the Merger and the other transactions contemplated by the Agreement.

  • Validity of Contemplated Transactions The execution, delivery and performance of this Agreement by Buyer, the execution, delivery and performance by Buyer of the Collateral Documents to which it is a party and the consummation of the Transactions do not and will not (a) contravene any provision of the organizational documents of Buyer, or (b) constitute a breach of, or result in a Default under, or cause the acceleration of any payments pursuant to, any agreement, contract, indenture, lease or mortgage to which Buyer is a party or by which either Buyer or its assets is bound, or violate any provision of any applicable Law, permit or license to which Buyer is subject, where any such breaches, Defaults or violations would materially impair the ability of Buyer to consummate and perform the Transactions.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.