Common use of Binding Effect and Assignment Clause in Contracts

Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any party without the prior written consent of the other party; provided, however, Parent may, in its sole discretion, assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of Parent. Any assignment in violation of the preceding sentence shall be void. Subject to the two preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 17 contracts

Samples: Voting Agreement (MLE Holdings, Inc.), Voting Agreement (MLE Holdings, Inc.), Voting Agreement (MLE Holdings, Inc.)

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Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any party without the prior written consent of the other party; provided, however, Parent may, in its sole discretion, assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary Affiliate of Parent. Any assignment in violation of the preceding sentence shall be void. Subject to the two preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 12 contracts

Samples: Voting Agreement (Physicians Formula Holdings, Inc.), Voting Agreement (Physicians Formula Holdings, Inc.), Agreement and Plan of Merger (SoftBrands, Inc.)

Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any party without the prior written consent of the other party; provided, however, Parent may, in its sole discretion, assign its rights and obligations hereunder to any direct or indirect wholly-wholly owned subsidiary of Parent. Any assignment in violation of the preceding sentence shall be void. Subject to the two preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 4 contracts

Samples: Support Agreement (Trizec Canada Inc), Support Agreement (Trizec Properties Inc), Support Agreement (Trizec Canada Inc)

Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any party without the prior written consent of the other party; provided, however, Parent may, in its sole discretion, assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of Parent. Any assignment in violation of the preceding sentence shall be void. Subject to the two preceding sentencessentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (QRS Corp), Agreement and Plan of Merger and Reorganization (Epoch Biosciences Inc), Agreement and Plan of Merger (QRS Corp)

Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any party without the prior written consent of the other party; provided, however, that Parent may, in its sole discretion, assign any or all of its rights rights, interests and obligations hereunder to any direct or indirect wholly-owned subsidiary of Parent. Any purported assignment in violation of the preceding sentence without such consent shall be void. Subject to the two preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 4 contracts

Samples: Stockholder Agreement (Illinois Tool Works Inc), Principal Stockholders’ Agreement (CFC International Inc), Principal Stockholders’ Agreement (Illinois Tool Works Inc)

Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law Law or otherwise by any party without the prior written consent of the other party; provided, however, Parent may, in its sole discretion, assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of Parent. Any assignment in violation of the preceding sentence shall be void. Subject to the two preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 4 contracts

Samples: Voting Agreement (Magellan Holdings, Inc.), Voting Agreement (Ssa Global Technologies, Inc), Voting Agreement (Magellan Holdings, Inc.)

Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any party without the prior written consent of the other party; provided, however, Parent may, in its sole discretion, assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of Parent. Any assignment in violation of the preceding sentence shall be void. Subject to the two preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 3 contracts

Samples: Voting Agreement (Magellan Holdings, Inc.), Voting Agreement (Magellan Holdings, Inc.), Voting Agreement (Magellan Holdings, Inc.)

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Binding Effect and Assignment. Neither This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but this Agreement nor any of the rights, interests or obligations under this Agreement shall will not be assigned, in whole or in part, assigned by either party hereto by operation of law Law or otherwise by any party without the prior written consent of the other party; party hereto, provided, however, that Parent may, in its sole discretion, may assign any of its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of Parent. Any assignment in violation Parent Subsidiary prior to the mailing of the preceding sentence shall be void. Subject to the two preceding sentencesProxy Statement, this Agreement but no such assignment will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assignsrelieve Parent of its obligations hereunder.

Appears in 3 contracts

Samples: Form of Voting Agreement (Xyratex LTD), Form of Voting Agreement (Seagate Technology PLC), Voting Agreement (Baker Street Capital Management, LLC)

Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any party without the prior written consent of the other party; provided, however, Parent may, in its sole discretion, assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of Parent. Any assignment in violation of the preceding sentence shall be void. Subject to the two preceding sentencessentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 2 contracts

Samples: Voting Agreement (Virage Inc), Voting Agreement (Virage Inc)

Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any party without the prior written consent of the other party; provided, however, Parent Company may, in its sole discretion, assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of ParentCompany. Any assignment in violation of the preceding sentence shall be void. Subject to the two preceding sentencessentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Epoch Biosciences Inc)

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