Effects of the Transactions. Neither the execution, delivery or performance of this Agreement or any other agreements referred to in this Agreement nor the consummation of the Transactions or any such other agreement will, with or without notice or the lapse of time, result in or give any other Person the right or option to cause or declare: (i) a loss of, or Lien on, any Company IP or any Technology exclusively licensed to the Company; (ii) a breach of any Contract listed or required to be listed in Sections 2.13(a)(iii) and 2.13(a)(iv) of the Disclosure Schedule (collectively, the “IP Contracts”); (iii) the release, disclosure or delivery of any Company IP or any Technology exclusively licensed to the Company by or to any escrow agent or other Person; (iv) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Company IP or any Intellectual Property Rights owned by, or licensed to, Parent, other than pursuant to Contracts to which Parent is a party; or (v) payment of any royalties or other license fees with respect to Intellectual Property Rights of any third party in excess of those payable by the Company in the absence of this Agreement or the Transactions.
Effects of the Transactions. Neither the execution, delivery or performance of the Transaction Documents nor the consummation of any of the Transactions will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare, (i) a loss of, or Lien on, any Intellectual Property Asset; (ii) a breach of or default under any Assigned Contract to which any Intellectual Property Asset is subject or that relates to any Assigned Third Party IP; (iii) the release, disclosure or delivery of any Intellectual Property Asset by or to any escrow agent or other Person; or (iv) the grant, assignment or transfer to any other Person of any license or other right or interest under, to, or in any of the Intellectual Property Asset.
Effects of the Transactions. Neither the execution, delivery or performance of this Agreement or any Related Agreement nor the consummation of the Transactions or any of the other Transactions will, with or without notice or the lapse of time, result in or give any other Person the right or option to cause or declare: (i) a loss of, or Lien on (except for any Permitted Liens), any Acquired Entities IP; (ii) the release, disclosure or delivery of any Acquired Entities IP by or to any escrow agent or other Person; (iii) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of Acquired Entities IP or any right of Acquired Entities or their Subsidiaries in Licensed IP; or (iv) payment of any royalties or other license fees with respect to Licensed IP in excess of those payable by Acquired Entities or any of their Subsidiaries in the absence of this Agreement or the Transactions.
Effects of the Transactions. Except for any consents identified and/or required pursuant to Sections 2.4 and 3.4, each item of Company IP will be owned, licensed and available for use on identical terms following the consummation of the Transactions as such items were owned, licensed and available for use to the Company prior to the consummation of the Transactions, and neither the execution, delivery and performance by the Company nor the consummation of any transactions contemplated hereby shall result in the loss or impairment of, or give rise to any right of a third party to terminate, any rights of the Company in any Company IP.
Effects of the Transactions. None of the execution or delivery of this Agreement or any of the Transaction Documents, the performance of obligations hereunder or thereunder or the consummation of the Transactions or any assignment to Parent that is deemed to occur as a result of or following the consummation of the Transactions, by operation of law or otherwise, of any Contracts to which the Company or any of its Subsidiaries is a party or by which any of its or their assets are bound, will result in: (i) other than the making of all filings and notifications as may be required or advisable in connection with the transactions described herein under the Antitrust Laws and the receipt of all clearances, approvals, authorizations, consents, and waiting period expirations or terminations as may be required or advisable in connection with the transactions described herein under the Antitrust Laws, requiring any consent, approval or waiver from or notice to any Person pursuant to, or give rise to a right of termination, cancellation, incremental loss or acceleration of any obligation or loss of any benefit under any Intellectual Property or Company Data, (ii) Parent or any of its Affiliates granting to any third party any right to or with respect to any Intellectual Property Rights or data owned by, or licensed to Parent or any of its Affiliates, (iii) Parent or any of its Affiliates (other than the Surviving Corporation and its Subsidiaries), being bound by or subject to, any exclusivity obligations, non-compete or other restriction on the operation or scope of their respective businesses, (iv) the Surviving Corporation or Parent being obligated to pay any royalties or other material amounts to any third party in excess of those payable by any of them, respectively, in the absence of this Agreement or the Transactions, or (v) any loss of rights with respect to, or other material adverse impact to, any Intellectual Property or Company Data.
Effects of the Transactions. Immediately following the Driveoff Contribution and Navidec Additional Contribution (the "EFFECTIVE TIME"), (i) the Board of Directors of CPI shall consist of four (4) members, to include three (3) representatives of CPHI and one (1) representative of Ford; (ii) CPI shall adopt bylaws in the form attached hereto as Exhibit 1.3; (iii) the officers of CPI for periods after Closing shall be determined by the Board of Directors of CPI at its first meeting following the Closing Date; (iv) the membership interests of CP.cxx xxxll be converted into shares of Common Stock of CPI as described in Section 1.4; (v) the Driveoff Stockholders and holders of Driveoff Options shall receive securities in CPI as described in Section 1.4; and (vi) the Transactions shall, from and after the Effective Time, have all the effects provided by applicable law.
Effects of the Transactions. (a) The Merger will have the effects set forth in this Agreement, the Certificate of Merger and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, from and after the Effective Time, the effects of the Merger will be that all property, rights, privileges, immunities, powers, franchises, licenses, and authority of the Company and Merger Sub will vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions, and duties of each of the Company and Merger Sub will become the debts, liabilities, obligations, restrictions, and duties of the Surviving Entity.
Effects of the Transactions. (a) The First Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, at the First Effective Time, all the property, rights, privileges, powers and franchises of OfficeMax and Merger Sub One shall vest in OfficeMax Surviving Corporation, and all debts, liabilities and duties of OfficeMax and Merger Sub One shall become the debts, liabilities and duties of OfficeMax Surviving Corporation. After the consummation of the First Merger, all references in this Agreement to OfficeMax, including references to OfficeMax Common Stock, OfficeMax Options, OfficeMax Stock-Based Awards, OfficeMax Series D Preferred Stock and other securities of OfficeMax shall be deemed, where applicable, to be references to Mapleby Holdco and the same securities of Mapleby Holdco, and all references to OfficeMax Stockholders shall be deemed to be references to common stockholders of Mapleby Holdco.
Effects of the Transactions. At the Effective Times, the effects of the Transactions shall be as provided in this Agreement and the SCA, the California Merger Agreements and the applicable provisions of the CGCL, as the case may be. Without limiting the generality of the foregoing, and subject thereto, (a) at the Avago Effective Time, all of the issued Avago Ordinary Shares will be transferred to Finance Holdco, as the Designated Entity, fully paid, free from all Liens and together with all rights, benefits and entitlements attaching thereto as at the date of this Agreement and thereafter attaching thereto, (b) if the Cash/Stock Merger occurs, at the Cash/Stock Effective Time, all the property, rights, privileges, powers and franchises of Broadcom and Cash/Stock Merger Sub shall vest in the Broadcom Interim Surviving Corporation, and all debts, liabilities and duties of Broadcom and Cash/Stock Merger Sub shall become the debts, liabilities and duties of the Broadcom Interim Surviving Corporation and (c) if the Unit Merger occurs, at the Unit Effective Time, all the property, right, privileges, powers and franchises of the Broadcom Interim Surviving Corporation and Unit Merger Sub shall vest in the Broadcom Surviving Corporation, and all debts, liabilities and duties of the Broadcom Interim Surviving Corporation and Unit Merger Sub shall become the debts, liabilities and duties of the Broadcom Surviving Corporation.
Effects of the Transactions. (a) The First Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, at the Initial Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub 1 shall vest in Verona Surviving Company, and all debts, liabilities and duties of the Company and Merger Sub 1 shall become the debts, liabilities and duties of Verona Surviving Company. After the consummation of the First Merger, all references in this Agreement to the Company, including references to Company Common Stock, Company Options, Company PSU Awards, Company RSU Awards and Company Equity Awards and other securities of the Company shall be deemed, where applicable, to be references to Holdco and the same securities of Holdco, and all references to Company Stockholders shall be deemed to be references to common stockholders of Holdco.
