Common use of Assignment or Delegation Clause in Contracts

Assignment or Delegation. Except as specifically provided in this ------------------------ Agreement, no party (an "assigning party") may directly or indirectly sell, license, transfer or assign (whether through a merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests under this Agreement, or delegate any of such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary or to any affiliate, without the prior written consent of the other party (a "consenting party"), which consent may be withheld in the consenting party's sole and absolute discretion; provided, however: (i) Subject to prior compliance with subsection (iii) and ---------------- subsection (iv) below, an assigning party may assign all of the rights and --------------- interests and delegate all of the duties and obligations of the assigning party under this Agreement in connection with a transaction whose principal purpose is to change the State in which the assigning party is incorporated, or to form a holding company, or to effect a similar reorganization as to form of entity without change of beneficial ownership, including through: (1) a merger or consolidation or stock exchange or divisive reorganization (i.e., spin-off, split-off or split-up) or other reorganization with respect to the assigning party and/or its stockholders; or (2) the sale, transfer, exchange or other disposition by the assigning party of its assets in a single or series of related transactions, so long as such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (ii) Subject to subsection (iii) and subsection (iv) below, an ---------------- --------------- assigning party may, with the prior written consent of the consenting party, which consent the consenting party may withhold in its sole and absolute discretion, assign all of the rights and interests and delegate all of the duties and obligations of the assigning party under this Agreement to any other person in connection with the transfer or sale of the entire business of the assigning party (other than with respect to a sale described in subsection (i) above), or the merger or consolidation of -------------- the assigning party with or described in subsection (i) above), so long as -------------- such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (iii) Notwithstanding anything in subsection (i) or subsection (ii) -------------- --------------- above to the contrary, no assignment or transfer under subsection (i) or -------------- subsection (ii) may be effectuated unless the proposed transferee or --------------- assignee first executes such agreements (including the restatement of this Agreement) in such form as the consenting party may deem reasonably satisfactory to: (1) evidence the assumption by the proposed transferee or assignee of the obligations of the assigning party; and (2) to ensure that the consenting party continues to receive such rights, benefits and protections (both legal and economic) as were contemplated by the consenting party when entering into this Agreement; and (iv) Notwithstanding anything in subsection (i) or subsection (ii) -------------- --------------- above to the contrary: (1) any assumption by a successor or assign under subsection (i) or subsection (ii) above shall in no way release the -------------- --------------- assigning party from any of its obligations or liabilities under this Agreement; and (2) and any merger, consolidation, reorganization, sale or conveyance under subsection (i) or subsection (ii) above shall not be -------------- --------------- deemed to abrogate the rights of the consenting party elsewhere contained in this Agreement, including those resulting from a Change In Control. Any purported assignment or transfer in violation of the terms of this subsection 17(a) shall be null and void ab initio and of no force and effect, ---------------- and shall vest no rights or interests in the purported assignee or transferee.

Assignment or Delegation. Except as specifically provided in this ------------------------ Agreement, no neither party (an "assigning party") may directly or indirectly sell, license, transfer or assign (whether through a merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests under this Agreement, or delegate any of such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary or to any affiliate, without the prior written consent of the other party (a "consenting party"), which consent may be withheld in the consenting party's sole and absolute discretion; provided, however: (i1) Subject to prior compliance with subsection (iii3) and ---------------- -------------- subsection (iv4) below, an assigning party may assign all of the -------------- rights and --------------- interests and delegate all of the duties and obligations of the assigning party under this Agreement in connection with a transaction whose principal purpose is to change the State in which the assigning party is incorporated, or to form a holding company, or to effect a similar reorganization as to form of entity without change of beneficial ownership, including through: : (1a) a merger or consolidation or stock exchange or divisive reorganization (i.e., spin-off, split-off or split-up) or other reorganization with respect to the assigning party and/or its stockholders; or or (2b) the sale, transfer, exchange or other disposition by the assigning party of its assets in a single or series of related transactions, so long as such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (ii2) Subject to subsection (iii3) and subsection (iv4) below, an ---------------- --------------- assigning -------------- -------------- party may, with the prior written consent of the consenting party, which consent the consenting party may withhold in its sole and absolute discretion, assign all of the rights and interests and delegate all of the duties and obligations of the assigning party under this Agreement to any other person in connection with the transfer or sale of the entire business of the assigning party (other than with respect to a sale described in subsection (i1) above), or the merger or consolidation of the -------------- the assigning party with or into any other person (other than with respect to a merger or consolidation described in subsection (i1) -------------- above), so long as -------------- such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (iii3) Notwithstanding anything in subsection (i1) or subsection (ii2) -------------- --------------- -------------- above to the contrary, no assignment or transfer under subsection ---------- (i1) or -------------- subsection (ii2) may be effectuated unless the proposed --- -------------- transferee or --------------- assignee first executes such agreements (including the restatement of this a restated Employment Agreement) in such form as the consenting party may deem reasonably satisfactory to: (1a) evidence the assumption by the proposed transferee or assignee of the obligations of the assigning party; and (2b) to ensure that the consenting party continues to receive such rights, benefits and protections (both legal and economic) as were contemplated by the consenting party when entering into this Agreement; and (iv4) Notwithstanding anything in subsection (i1) or subsection (ii2) -------------- --------------- -------------- above to the contrary: : (1a) any assumption by a successor or assign under subsection ---------- (i1) or subsection (ii2) above shall in no way release the -------------- --------------- --- ------------- assigning party from any of its obligations or liabilities under this Agreement; and and (2b) and any merger, consolidation, reorganization, sale or conveyance under subsection (i1) or subsection (ii2) above -------------- -------------- shall not be -------------- --------------- deemed to abrogate the rights of the consenting party elsewhere contained in this Agreement, including those resulting from a Change In Control. . (5) Any purported assignment or transfer in violation of the terms of this subsection 17(a) 16.A shall be null and void ab initio and of no --------------- force and effect, ---------------- and shall vest no rights or interests in the purported assignee or transferee.

Assignment or Delegation. Except as specifically provided in this ------------------------ Agreement, no neither party (an "assigning party") may directly or indirectly sell, license, transfer or assign (whether through a merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests under this Agreement, or delegate any of such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary or to any affiliate, without the prior written consent of the other party (a "consenting party"), which consent may be withheld in the consenting party's sole and absolute discretion; provided, however: (i) Subject to prior compliance with subsection (iii) and ---------------- subsection (iv) below, an assigning party may assign all of the rights and --------------- interests and delegate all of the duties and obligations of the assigning party under this Agreement in connection with a transaction whose principal purpose is to change the State in which the assigning party is incorporated, or to form a holding company, or to effect a similar reorganization as to form of entity without change of beneficial ownership, including through: (1) a merger or consolidation or stock exchange or divisive reorganization (i.e., spin-off, split-off or split-up) or other reorganization with respect to the assigning party and/or its stockholders; or (2) the sale, transfer, exchange or other disposition by the assigning party of its assets in a single or series of related transactions, so long as such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (ii) Subject to subsection (iii) and subsection (iv) below, an ---------------- --------------- assigning party may, with the prior written consent of the consenting party, which consent the consenting party may withhold in its sole and absolute discretion, assign all of the rights and interests and delegate all of the duties and obligations of the assigning party under this Agreement to any other person in connection with the transfer or sale of the entire business of the assigning party (other than with respect to a sale described in subsection (i) above), or the merger or consolidation of -------------- the assigning party with or into any other person (other than with respect to a merger or consolidation described in subsection (i) above), so long as such -------------- such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (iii) Notwithstanding anything in subsection (i) or subsection -------------- (ii) -------------- --------------- above to the contrary, no assignment or transfer under subsection (i) ---- -------------- or -------------- subsection (ii) may be effectuated unless the proposed transferee or --------------- assignee first executes such agreements (including the restatement of this Agreementa restated employment agreement) in such form as the consenting party may deem reasonably satisfactory to: (1) evidence the assumption by the proposed transferee or assignee of the obligations of the assigning party; and and (2) to ensure that the consenting party continues to receive such rights, benefits and protections (both legal and economic) as were contemplated by the consenting party when entering into this Agreement; and (iv) Notwithstanding anything in subsection (i) or subsection (ii) -------------- --------------- above to the contrary: (1) any assumption by a successor or assign under subsection (i) or subsection (ii) above shall in no way release the -------------- --------------- assigning party from any of its obligations or liabilities under this Agreement; and (2) and any merger, consolidation, reorganization, sale or conveyance under subsection (i) or subsection (ii) above shall not be -------------- --------------- deemed to abrogate the rights of the consenting party elsewhere contained in this Agreement, including those resulting from a Change In Control. Any purported assignment or transfer in violation of the terms of this subsection 17(a) shall be null and void ab initio and of no force and effect, ---------------- and shall vest no rights or interests in the purported assignee or transferee.----------

Assignment or Delegation. Except as specifically provided in this ------------------------ Agreement, no neither party (an "assigning party") may directly or indirectly sell, license, transfer or assign (whether through a merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests under this Agreement, or delegate any of such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary or to any affiliate, without the prior written consent of the other party (a "consenting party"), which consent may be withheld in the consenting party's sole and absolute discretion; provided, however: (i) Subject to prior compliance with subsection (iii) and ---------------- subsection (iv) below, an assigning party may assign all of the rights and --------------- interests and delegate all of the duties and obligations of the assigning party under this Agreement in connection with a transaction whose principal purpose is to change the State in which the assigning party is incorporated, or to form a holding company, or to effect a similar reorganization as to form of entity without change of beneficial ownership, including through: (1) a merger or consolidation or stock exchange or divisive reorganization (i.e., spin-off, split-off or split-up) or other reorganization with respect to the assigning party and/or its stockholders; or (2) the sale, transfer, exchange or other disposition by the assigning party of its assets in a single or series of related transactions, so long as such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (ii) Subject to subsection (iii) and subsection (iv) below, an ---------------- --------------- assigning party may, with the prior written consent of the consenting party, which consent the consenting party may withhold in its sole and absolute discretion, assign all of the rights and interests and delegate all of the duties and obligations of the assigning party under this Agreement to any other person in connection with the transfer or sale of the entire business of the assigning party (other than with respect to a sale described in subsection (i) above), or the merger or consolidation of -------------- the assigning party with or into any other person (other than with respect to a merger or consolidation described in subsection (i) above), so long as -------------- such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (iii) Notwithstanding anything in subsection (i) or subsection -------------- ---------- (ii) -------------- --------------- above to the contrary, no assignment or transfer under subsection (i) ---- -------------- or -------------- subsection (ii) may be effectuated unless the proposed transferee or --------------- assignee first executes such agreements (including the restatement of this Agreementa restated employment agreement) in such form as the consenting party may deem reasonably satisfactory to: (1) evidence the assumption by the proposed transferee or assignee of the obligations of the assigning party; and and (2) to ensure that the consenting party continues to receive such rights, benefits and protections (both legal and economic) as were contemplated by the consenting party when entering into this Agreement; and (iv) Notwithstanding anything in subsection (i) or subsection -------------- ---------- (ii) -------------- --------------- above to the contrary: (1) any assumption by a successor or assign ---- under subsection (i) or subsection (ii) above shall in no way release the -------------- --------------- assigning party from any of its obligations or liabilities under this Agreement; and (2) and any merger, consolidation, reorganization, sale or conveyance under subsection (i) or subsection (ii) above shall not be -------------- --------------- deemed to abrogate the rights of the consenting party elsewhere contained in this Agreement, including those resulting from a Change In Control. Any purported assignment or transfer in violation of the terms of this subsection 17(a(ii) shall be null and void ab initio and of no force and effect, ---------------- and --------------- shall vest no rights or interests in the purported assignee or transferee.

Assignment or Delegation. Except as specifically provided in this -- ------------------------ Agreement, no neither party (an "assigning party") may directly or indirectly sell, license, transfer or assign (whether through a merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests under this Agreement, or delegate any of such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary or to any affiliate, without the prior written consent of the other party (a "consenting party"), which consent may be withheld in the consenting party's sole and absolute discretion; provided, howeverhowever : (i1) Subject to prior compliance with subsection (iii3) and ---------------- subsection (iv4) ------------- ------------- below, an assigning party may assign all of the rights and --------------- interests and delegate all of the duties and obligations of the assigning party under this Agreement in connection with a transaction whose principal purpose is to change the State in which the assigning party is incorporated, or to form a holding company, or to effect a similar reorganization as to form of entity without change of beneficial ownership, including through: : (1a) a merger or consolidation or stock exchange or divisive reorganization (i.e., spin-off, split-off or split-up) or other reorganization with respect to the assigning party and/or its stockholders; or or (2b) the sale, transfer, exchange or other disposition by the assigning party of its assets in a single or series of related transactions, so long as such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (ii2) Subject to subsection (iii3) and subsection (iv4) below, an ---------------- --------------- assigning ------------- ------------- party may, with the prior written consent of the consenting party, which consent the consenting party may withhold in its sole and absolute discretion, assign all of the rights and interests and delegate all of the duties and obligations of the assigning party under this Agreement to any other person in connection with the transfer or sale of the entire business of the assigning party (other than with respect to a sale described in subsection (i1) ------------- above), or the merger or consolidation of -------------- the assigning party with or into any other person (other than with respect to a merger or consolidation described in subsection (i1) above), so long as -------------- such ------------- transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (iii3) Notwithstanding anything in subsection (i1) or subsection (ii2) -------------- --------------- -------------- above to the contrary, no assignment or transfer under subsection ---------- (i1) or -------------- subsection (ii2) may be effectuated unless the proposed --- -------------- transferee or --------------- assignee first executes such agreements (including the restatement of this a restated Employment Agreement) in such form as the consenting party may deem reasonably satisfactory to: (1a) evidence the assumption by the proposed transferee or assignee of the obligations of the assigning party; and (2b) to ensure that the consenting party continues to receive such rights, benefits and protections (both legal and economic) as were contemplated by the consenting party when entering into this Agreement; and (iv4) Notwithstanding anything in subsection (i1) or subsection (ii2) -------------- --------------- -------------- above to the contrary: : (1a) any assumption by a successor or assign under subsection (i1) -------------- or subsection (ii2) above shall in no way release the -------------- --------------- assigning party from any of its obligations or liabilities under this Agreement; and and (2b) and any merger, consolidation, reorganization, sale or conveyance under subsection (i1) or subsection (ii2) above -------------- -------------- shall not be -------------- --------------- deemed to abrogate the rights of the consenting party elsewhere contained in this Agreement, including those resulting from a Change In Control. . (5) Any purported assignment or transfer in violation of the terms of this subsection 17(a) 16.A shall be null and void ab initio and of no --------------- force and effect, ---------------- and shall vest no rights or interests in the purported assignee or transferee.

Assignment or Delegation. Except as specifically provided in this ------------------------ Agreement, no neither party (an "assigning party") may directly or indirectly sell, license, transfer or assign (whether through a merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests under this Agreement, or delegate any of such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary or to any affiliate, without the prior written consent of the other party (a "consenting party"), which consent may be withheld in the consenting party's sole and absolute discretion; provided, however: (i) Subject to prior compliance with subsection (iii) and ---------------- subsection (iv) below, an assigning party may assign all of the rights and --------------- interests and delegate all of the duties and obligations of the assigning party under this Agreement in connection with a transaction whose principal purpose is to change the State in which the assigning party is incorporated, or to form a holding company, or to effect a similar reorganization as to form of entity without change of beneficial ownership, including through: (1) a merger or consolidation or stock exchange or divisive reorganization (i.e., spin-off, split-off or split-up) or other reorganization with respect to the assigning party and/or its stockholders; or (2) the sale, transfer, exchange or other disposition by the assigning party of its assets in a single or series of related transactions, so long as such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (ii) Subject to subsection (iii) and subsection (iv) below, an ---------------- --------------- assigning party may, with the prior written consent of the consenting party, which consent the consenting party may withhold in its sole and absolute discretion, assign all of the rights and interests and delegate all of the duties and obligations of the assigning party under this Agreement to any other person in connection with the transfer or sale of the entire business of the assigning party (other than with respect to a sale described in subsection (i) above), or the merger or consolidation of -------------- the assigning party with or into any other person (other than with respect to a merger or consolidation described in subsection (i) above), so long as such -------------- such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (iii) Notwithstanding anything in subsection (i) or subsection -------------- ---------- (ii) -------------- --------------- above to the contrary, no assignment or transfer under subsection (i) ---- -------------- or -------------- subsection (ii) may be effectuated unless the proposed transferee or --------------- assignee first executes such agreements (including the restatement of this Agreementa restated employment agreement) in such form as the consenting party may deem reasonably satisfactory to: (1) evidence the assumption by the proposed transferee or assignee of the obligations of the assigning party; and and (2) to ensure that the consenting party continues to receive such rights, benefits and protections (both legal and economic) as were contemplated by the consenting party when entering into this Agreement; and (iv) Notwithstanding anything in subsection (i) or subsection ---------- (ii) -------------- --------------- above to the contrary: (1) any assumption by a successor or assign ---- under subsection (i) or subsection (ii) above shall in no way release the -------------- --------------- assigning party from any of its obligations or liabilities under this Agreement; and (2) and any merger, consolidation, reorganization, sale or conveyance under subsection (i) or subsection (ii) above shall not be -------------- --------------- deemed to abrogate the rights of the consenting party elsewhere contained in this Agreement, including those resulting from a Change In Control. Any purported assignment or transfer in violation of the terms of this subsection 17(a(ii) shall be null and void ab initio and of no force and --------------- effect, ---------------- and shall vest no rights or interests in the purported assignee or transferee.

Assignment or Delegation. Except as specifically provided in this ------------------------ Agreement, no neither party (an "assigning party") may directly or indirectly sell, license, transfer or assign (whether through a merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests under this Agreement, or delegate any of such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary or to any affiliate, without the prior written consent of the other party (a "consenting party"), which consent may be withheld in the consenting party's sole and absolute discretion; provided, however: (i1) Subject to prior compliance with subsection (iii3) and ---------------- subsection -------------- ---------- (iv4) below, an assigning party may assign all of the rights and --------------- --- interests and delegate all of the duties and obligations of the assigning party under this Agreement in connection with a transaction whose principal purpose is to change the State in which the assigning party is incorporated, or to form a holding company, or to effect a similar reorganization as to form of entity without change of beneficial ownership, including through: : (1a) a merger or consolidation or stock exchange or divisive reorganization (i.e., spin-off, split-off or split-up) or other reorganization with respect to the assigning party and/or its stockholders; or or (2b) the sale, transfer, exchange or other disposition by the assigning party of its assets in a single or series of related transactions, so long as such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (ii2) Subject to subsection (iii3) and subsection (iv4) below, an ---------------- --------------- assigning -------------- -------------- party may, with the prior written consent of the consenting party, which consent the consenting party may withhold in its sole and absolute discretion, assign all of the rights and interests and delegate all of the duties and obligations of the assigning party under this Agreement to any other person in connection with the transfer or sale of the entire business of the assigning party (other than with respect to a sale described in subsection (i1) above), or the merger or consolidation of the -------------- the assigning party with or into any other person (other than with respect to a merger or consolidation described in subsection (i1) -------------- above), so long as -------------- such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (iii3) Notwithstanding anything in subsection (i1) or subsection (ii2) -------------- --------------- -------------- above to the contrary, no assignment or transfer under subsection (i1) or -------------- subsection (ii2) may be effectuated unless the -------------- -------------- proposed transferee or --------------- assignee first executes such agreements (including the restatement of this a restated Employment Agreement) in such form as the consenting party may deem reasonably satisfactory to: (1a) evidence the assumption by the proposed transferee or assignee of the obligations of the assigning party; and (2b) to ensure that the consenting party continues to receive such rights, benefits and protections (both legal and economic) as were contemplated by the consenting party when entering into this Agreement; and (iv4) Notwithstanding anything in subsection (i1) or subsection (ii2) -------------- --------------- -------------- above to the contrary: : (1a) any assumption by a successor or assign under subsection (i1) -------------- or subsection (ii2) above shall in no way release the -------------- --------------- assigning party from any of its obligations or liabilities under this Agreement; and and (2b) and any merger, consolidation, reorganization, sale or conveyance under subsection (i1) or subsection (ii2) above -------------- -------------- shall not be -------------- --------------- deemed to abrogate the rights of the consenting party elsewhere contained in this Agreement, including those resulting from a Change In Control. . (5) Any purported assignment or transfer in violation of the terms of this subsection 17(a) 16.A shall be null and void ab initio and of no --------------- force and effect, ---------------- and shall vest no rights or interests in the purported assignee or transferee.

Assignment or Delegation. Except as specifically provided in this ------------------------ Agreement, no neither party (an "assigning party") may directly or indirectly sell, license, transfer or assign (whether through a merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests under this Agreement, or delegate any of such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary or to any affiliate, without the prior written consent of the other party (a "consenting party"), which consent may be withheld in the consenting party's sole and absolute discretion; provided, however: (i) Subject to prior compliance with subsection (iii) and ---------------- subsection (iv) below, an assigning party may assign all of the rights and --------------- interests and delegate all of the duties and obligations of the assigning party under this Agreement in connection with a transaction whose principal purpose is to change the State in which the assigning party is incorporated, or to form a holding company, or to effect a similar reorganization as to form of entity without change of beneficial ownership, including through: (1) a merger or consolidation or stock exchange or divisive reorganization (i.e., spin-off, split-off or split-up) or other reorganization with respect to the assigning party and/or its stockholders; or (2) the sale, transfer, exchange or other disposition by the assigning party of its assets in a single or series of related transactions, so long as such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (ii) Subject to subsection (iii) and subsection (iv) below, an ---------------- --------------- assigning party may, with the prior written consent of the consenting party, which consent the consenting party may withhold in its sole and absolute discretion, assign all of the rights and interests and delegate all of the duties and obligations of the assigning party under this Agreement to any other person in connection with the transfer or sale of the entire business of the assigning party (other than with respect to a sale described in subsection ---------- (i) above), or the merger or consolidation of -------------- the assigning party with or into --- any other person (other than with respect to a merger or consolidation described in subsection (i) above), so long as -------------- such transferee, purchaser or -------------- surviving person shall expressly assume such obligations of the assigning party; (iii) Notwithstanding anything in subsection (i) or subsection (ii) -------------- --------------- above to the contrary, no assignment or transfer under subsection (i) or -------------- subsection (ii) may be effectuated unless the proposed transferee or assignee --------------- assignee first executes such agreements (including the restatement of this a restated Employment Agreement) in such form as the consenting party may deem reasonably satisfactory to: (1) evidence the assumption by the proposed transferee or assignee of the obligations of the assigning party; and and (2) to ensure that the consenting party continues to receive such rights, benefits and protections (both legal and economic) as were contemplated by the consenting party when entering into this Agreement; and (iv) Notwithstanding anything in subsection (i) or subsection (ii) -------------- --------------- above to the contrary: (1) any assumption by a successor or assign under subsection (i) or subsection (ii) above shall in no way release the assigning -------------- --------------- assigning party from any of its obligations or liabilities under this Agreement; and (2) and any merger, consolidation, reorganization, sale or conveyance under subsection (i) or subsection (ii) above shall not be -------------- --------------- deemed to abrogate the -------------- --------------- rights of the consenting party elsewhere contained in this Agreement, including those resulting from a Change In Control. Any purported assignment or transfer in violation of the terms of this subsection 17(a(ii) shall be null and void ab initio and of no force and --------------- effect, ---------------- and shall vest no rights or interests in the purported assignee or transferee.

Assignment or Delegation. Except as specifically provided in this ------------------------ Agreement, no neither party (an "assigning party") may directly or indirectly sell, license, transfer or assign (whether through a merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests under this Agreement, or delegate any of such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary or to any affiliate, without the prior written consent of the other party (a "consenting party"), which consent may be withheld in the consenting party's sole and absolute discretion; provided, however: (i1) Subject to prior compliance with subsection (iii3) and ---------------- subsection -------------- ---------- (iv4) below, an assigning party may assign all of the rights and --------------- --- interests and delegate all of the duties and obligations of the assigning party under this Agreement in connection with a transaction whose principal purpose is to change the State in which the assigning party is incorporated, or to form a holding company, or to effect a similar reorganization as to form of entity without change of beneficial ownership, including through: : (1a) a merger or consolidation or stock exchange or divisive reorganization (i.e., spin-off, split-off or split-up) or other reorganization with respect to the assigning party and/or its stockholders; or or (2b) the sale, transfer, exchange or other disposition by the assigning party of its assets in a single or series of related transactions, so long as such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (ii2) Subject to subsection (iii3) and subsection (iv4) below, an ---------------- --------------- assigning -------------- -------------- party may, with the prior written consent of the consenting party, which consent the consenting party may withhold in its sole and absolute discretion, assign all of the rights and interests and delegate all of the duties and obligations of the assigning party under this Agreement to any other person in connection with the transfer or sale of the entire business of the assigning party (other than with respect to a sale described in subsection (i1) above), or the merger or consolidation of -------------- the assigning party with or into any other person (other than with respect to a merger or consolidation described in subsection (i1) above), so long as -------------- such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (iii3) Notwithstanding anything in subsection (i1) or subsection (ii2) -------------- --------------- -------------- above to the contrary, no assignment or transfer under subsection ---------- (i1) or -------------- subsection (ii2) may be effectuated unless the proposed --- -------------- transferee or --------------- assignee first executes such agreements (including the restatement of this a restated Employment Agreement) in such form as the consenting party may deem reasonably satisfactory to: (1a) evidence the assumption by the proposed transferee or assignee of the obligations of the assigning party; and (2b) to ensure that the consenting party continues to receive such rights, benefits and protections (both legal and economic) as were contemplated by the consenting party when entering into this Agreement; and (iv4) Notwithstanding anything in subsection (i1) or subsection (ii2) -------------- --------------- -------------- above to the contrary: : (1a) any assumption by a successor or assign under subsection (i1) -------------- or subsection (ii2) above shall in no way release the -------------- --------------- assigning party from any of its obligations or liabilities under this Agreement; and and (2b) and any merger, consolidation, reorganization, sale or conveyance under subsection (i1) or subsection (ii2) above -------------- -------------- shall not be -------------- --------------- deemed to abrogate the rights of the consenting party elsewhere contained in this Agreement, including those resulting from a Change In Control. . (5) Any purported assignment or transfer in violation of the terms of this subsection 17(a) 16.A shall be null and void ab initio and of no --------------- force and effect, ---------------- and shall vest no rights or interests in the purported assignee or transferee.

Assignment or Delegation. Except as specifically provided ------------------------ in this ------------------------ Agreement, no neither party (an "assigning party") may directly or indirectly sell, license, transfer or assign (whether through a merger, consolidation, conversion, sale of assets, sale or exchange of securities, or by operation of law, or otherwise) any of such party's rights or interests under this Agreement, or delegate any of such party's duties or obligations under this Agreement, in whole or in part, including to any subsidiary or to any affiliate, without the prior written consent of the other party (a "consenting party"), which consent may be withheld in the consenting party's sole and absolute discretion; provided, however: (i) Subject to prior compliance with subsection (iii) and ---------------- subsection (iv) below, an assigning party may assign all of the rights and --------------- interests and delegate all of the duties and obligations of the assigning party under this Agreement in connection with a transaction whose principal purpose is to change the State in which the assigning party is incorporated, or to form a holding company, or to effect a similar reorganization as to form of entity without change of beneficial ownership, including through: (1) a merger or consolidation or stock exchange or divisive reorganization (i.e., spin-off, split-off or split-split- up) or other reorganization with respect to the assigning party and/or its stockholders; or (2) the sale, transfer, exchange or other disposition by the assigning party of its assets in a single or series of related transactions, so long as such transferee, purchaser or surviving person shall expressly assume such obligations of the assigning party; (ii) Subject to subsection (iii) and subsection (iv) below, an ---------------- --------------- assigning party may, with the prior written consent of the consenting party, which consent the consenting party may withhold in its sole and absolute discretion, assign all of the rights and interests and delegate all of the duties and obligations of the assigning party under this Agreement to any other person in connection with the transfer or sale of the entire business of the assigning party (other than with respect to a sale described in subsection ---------- (i) above), or the merger or consolidation of -------------- the assigning party with or into --- any other person (other than with respect to a merger or consolidation described in subsection (i) above), so long as -------------- such transferee, purchaser or -------------- surviving person shall expressly assume such obligations of the assigning party; (iii) Notwithstanding anything in subsection (i) or subsection (ii) -------------- --------------- above to the contrary, no assignment or transfer under subsection (i) or -------------- subsection (ii) may be effectuated unless the proposed transferee or assignee --------------- assignee first executes such agreements (including the restatement of this Agreementa restated employment agreement) in such form as the consenting party may deem reasonably satisfactory to: (1) evidence the assumption by the proposed transferee or assignee of the obligations of the assigning party; and and (2) to ensure that the consenting party continues to receive such rights, benefits and protections (both legal and economic) as were contemplated by the consenting party when entering into this Agreement; and (iv) Notwithstanding anything in subsection (i) or subsection (ii) -------------- --------------- above to the contrary: (1) any assumption by a successor or assign under subsection (i) or subsection (ii) above shall in no way release the assigning -------------- --------------- assigning party from any of its obligations or liabilities under this Agreement; and (2) and any merger, consolidation, reorganization, sale or conveyance under subsection (i) or subsection (ii) above shall not be -------------- --------------- deemed to abrogate the -------------- --------------- rights of the consenting party elsewhere contained in this Agreement, including those resulting from a Change In Control. Any purported assignment or transfer in violation of the terms of this subsection 17(a(ii) shall be null and void ab initio and of no force and effect, ---------------- and --------------- shall vest no rights or interests in the purported assignee or transferee.