Assignment in Part Clause Samples
POPULAR SAMPLE Copied 1 times
Assignment in Part. Subject to the terms set forth herein, Assignor does hereby assign, transfer and deliver to Assignee, and Assignee hereby accepts and assumes and agrees to timely perform, pay and discharge, all rights, duties and obligations of Assignor under the UCSD License Agreement with respect to, and only to the extent that, such rights, duties and obligations relate to the Products, which assignment in part includes an assignment of the license under Section 2.1 of the UCSD License Agreement under the Platform Patents to make and have made, to use and have used, to sell and have sold, to offer for sale, and to import and have imported Products (but no other Licensed Products) and to practice Licensed Methods with respect to Products (but no other Licensed Products) and to use Technology in the Field with respect to Products (but no other Licensed Products) within the Territory and during the Term, in all cases on and subject to the terms and conditions of the UCSD License Agreement. Nothing herein shall be deemed or construed to constitute an assignment of any rights under the UCSD License Agreement relating to any Licensed Products other than the Products. Assignee hereby agrees to be bound by and comply with the terms of the UCSD License Agreement (including, without limitation, Section 3.1(c)B, Section 3.1(c)D, Section 3.3(a)(i)-(v), Section 3.3(a)B, Section 3.3(a)D, Section 3.4, Article 4, Article 5, Article 6 and Section 8.2 thereof) and to perform, discharge and be responsible for all liabilities arising thereunder to the extent relating solely to the Products. Without limiting the foregoing, the Parties hereby acknowledge and agree that the fees, milestones and other payments set forth on, or allocated to Assignee in, Annex 2 hereto relate to the Products (or, with respect to general payments, represent the portion of such payments attributable to the Products), and such fees, milestones and other payments are assigned and delegated to, and assumed by, Assignee hereunder.
Assignment in Part. Notwithstanding the foregoing, each Principal Stockholder may assign (i) its 5% Board Right or its 10% Board Right to any Partial Rights Transferee; provided that at no time during the term of this Agreement shall the total number of Board Rights held by a Principal Stockholder and its Partial Rights Transferees exceed, in the aggregate, the total number of Board Rights such Principal Stockholder would have been entitled to had no such assignment of Board Rights been made; or (ii) its right to demand a Long-Form Registration (a “Long-Form Demand Right”) to any Partial Rights Transferee (any assignment, set forth in this Section 10(c), an “Assignment in Part”); provided that (x) no Principal Stockholder may assign, in the aggregate, more than two Long-Form Demand Rights and (y) at no time during the term of this Agreement shall the total number of Long-Form Demand Rights held by a Principal Stockholder and its Partial Rights Transferees exceed, in the aggregate, the total number of Long-Form Demand Rights such Principal Stockholder would have been entitled to had no such assignment of Long-Form Demand Rights been made.
Assignment in Part. Notwithstanding the foregoing, each Principal Stockholder may assign any of its Board Rights and long-form demand registration rights to any Person (a “Partial Rights Transferee”) that (i) acquires, in a transaction or series of related transactions that are in compliance with the terms and conditions of the Agreement, at least 20% of the Shares held by such Principal Stockholder as of the Closing and (ii) becomes a party to the Agreement and agrees to comply with the terms and conditions thereof; provided that (i) no Principal Stockholder may assign, in the aggregate, more than (x) two long-form demand registration rights and (y) Board Rights for two directors; and (ii) at no time during the term of the Agreement shall the total number of long-form demand registration rights and Board Rights held by a Principal Stockholder and its Partial Right Transferees exceed, in the aggregate, the total number of long-form demand registration rights and Board Rights such Principal Stockholder would have been entitled at such time had no such assignments been made. For the avoidance of doubt, each Principal Stockholder or Complete Rights Transferee together with its (and its predecessors’) Partial Rights Transferees shall in the aggregate have only such rights as such Principal Stockholder or Complete Rights Transferee is entitled to based on the Shares owned by such Principal Stockholder (together with its Affiliates) or such Complete Rights Transferee (together with Affiliates), as the case may be, and shall not include any Shares owned by any Partial Rights Transferee that is not also an Affiliate of such Principal Stockholder or Complete Rights Transferee, as applicable. Organizational Documents of the Company The Certificate of Incorporation and Bylaws of the Company will be amended and restated prior to closing to (i) create blank check preferred stock and non-voting common stock, (ii) incorporate the board, quorum and other governance related provisions set forth in this term sheet, (iii) resolve any conflicts between the Agreement and the Certificate of Incorporation and Bylaws in favor of the provisions as set forth herein and (iv) make such other changes as the parties may agree. The Stockholders agree that prior to any IPO to amend Certificates of Incorporation and Bylaws of the Company, EVERTEC and any entity which will issues equity for the IPO in order to preserve the rights of the parties set forth herein to the maximum extent permitted under law. Depos...