Effects of This Transaction. Neither the execution, delivery, or performance of this Agreement (or any of the ancillary agreements) nor the consummation of any of the transactions contemplated by this Agreement (or any of the ancillary agreements) 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 Encumbrance on, any Company IP; (ii) a breach of or default under any Company IP Contract; (iii) the release, disclosure, or delivery of any Company IP 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 Company IP.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Servidyne, Inc.), Agreement and Plan of Merger (Newlink Genetics Corp), Agreement and Plan of Merger (Fusion Acquisition Corp.)
Effects of This Transaction. Neither the execution, delivery, or performance of this Agreement (or any of the ancillary agreements) nor the consummation of any of the transactions contemplated by this Agreement (or any of the ancillary agreements) will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare, (ia) a loss of, or Encumbrance on, any Company IP; (iib) a breach of or default under any Company IP Contract; (iiic) the release, disclosure, or delivery of any Company IP by or to any escrow agent or other Person; or (ivd) 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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Patient Infosystems Inc), Packet Island Merger Agreement (Broadsoft Inc), Agreement and Plan of Merger And (Cavium, Inc.)
Effects of This Transaction. Neither the execution, delivery, or performance of this Agreement (or any of the ancillary agreementsTransaction Agreements) nor the consummation of any of the transactions Transactions contemplated by this Agreement (or any of the ancillary agreementsTransaction Agreements) 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 Encumbrance Lien (other than Permitted Liens) on, any Company IP; (ii) a breach of or default under any Company IP Contract; (iii) the release, disclosure, or delivery of any Company IP 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 Company IP.
Appears in 1 contract
Effects of This Transaction. Neither the execution, delivery, delivery or performance of this Agreement (or any of the ancillary agreements) nor the consummation of any of the transactions contemplated by this Agreement (or any of the ancillary agreements) will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare, (ia) a loss of, or Encumbrance on, any Company ALC IP; (iib) a breach of or default under any Company ALC IP Contract; (iiic) the release, disclosure, disclosure or delivery of any Company ALC IP by or to any escrow agent or other Person; or (ivd) the grant, assignment, assignment or transfer to any other Person of any license or other right or interest under, to, to or in any of the Company ALC IP.
Appears in 1 contract
Effects of This Transaction. Neither the execution, delivery, or performance of this Agreement (or any of the ancillary agreements) nor the consummation of any of the transactions contemplated by this Agreement (or any of the ancillary agreements) 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 Encumbrance on, any Company Seller IP; (ii) a breach of or default under any Company Seller IP Contract; (iii) the release, disclosure, or delivery of any Company Seller-Owned IP 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 Company Seller-Owned IP.
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Effects of This Transaction. Neither the execution, delivery, or performance of this Agreement (or any of the ancillary agreements) nor the consummation of any of the transactions contemplated by this Agreement (or any of the ancillary agreements) will, with or without notice or lapse of time, in and of itself, result in, or give any other Person the right or option to cause or declare, (ia) a loss of, or Encumbrance on, any Company IP; (iib) a breach of or default under any Company IP Contract; (iiic) the release, disclosure, or delivery of any Company IP by or to any escrow agent or other Person; or (ivd) 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
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Broadsoft Inc)
Effects of This Transaction. Neither On payment of the Closing Transaction Consideration, as of the Closing Date neither the execution, delivery, delivery or performance of this Agreement (or any of the ancillary agreements) other agreements referred to in this Agreement nor the consummation of any of the transactions contemplated by this Agreement (or any of the ancillary agreements) such other agreement 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 an Encumbrance on, any Company IP; (ii) a breach of or default under any Company IP Contract; (iii) the release, disclosure, disclosure or delivery of any Company IP by or to any escrow agent or other Person; or (iv) the termination or alteration of the Company's rights under any Company IP Contract; or (v) the grant, assignment, assignment or transfer to any other Person of any license or other right or interest under, to, to or in any of the Company IP.
Appears in 1 contract
Samples: Share Purchase Agreement (Trillium Therapeutics Inc.)
Effects of This Transaction. Neither the execution, delivery, or performance of this Agreement (or any of the ancillary agreements) nor the consummation of any of the transactions contemplated by this Agreement (or any of the ancillary agreements) willPurchase shall, 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 Encumbrance on, any Company of the Target IP; (ii) subject to Section 7.9, a breach of any license agreement listed or default under any Company IP Contractrequired to be listed in Part 2.20(a)(iii) of the Seller Disclosure Letter; (iii) the release, disclosure, or delivery of any Company Target IP 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 Company Target IP.
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Effects of This Transaction. Neither the execution, delivery, delivery or performance of this Agreement (or any of the ancillary agreementsthis Agreements referenced in Section 6.5) nor the consummation of any of the transactions contemplated by this Agreement (or any of the ancillary agreementsAgreements referenced in Section 6.5) 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 Encumbrance on, any Company IP; (ii) a breach of or default under any Company IP Contract; (iii) the release, disclosure, or delivery of any Company IP 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, to or in any of the Company IP.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Micronetics Inc)
Effects of This Transaction. Neither the execution, delivery, delivery or performance of this Agreement (or any of the ancillary agreements) other agreements referred to in this Agreement nor the consummation of any of the transactions contemplated by this Agreement (or any of the ancillary agreements) such other agreement 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 Encumbrance on, any Acquired Company IP; (ii) a breach of or default under any Acquired Company IP Contract; (iii) the release, disclosure, disclosure or delivery of any Acquired Company IP by or to any escrow agent or other Person; or (iv) the grant, assignment, assignment or transfer to any other Person of any license or other right or interest under, to, to or in any of the Acquired Company IP.
Appears in 1 contract
Effects of This Transaction. Neither Except as set forth in Section 4.10(j) of the Schedule of Exceptions, neither the execution, delivery, delivery or performance of this Agreement (or any of the ancillary agreementsAncillary Agreements) nor the consummation of any of the transactions contemplated by this Agreement (or any of the ancillary agreements) 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 Encumbrance on, any Company Business IP; , (ii) a breach of or default under any Company Business IP Contract; , (iii) the release, disclosure, or delivery of any Company Business IP by or to any escrow agent or other Person; , or (iv) the grant, assignment, assignment or transfer to any other Person of any license or other right or interest under, to, to or in any of the Company Business IP.
Appears in 1 contract
Effects of This Transaction. Neither the execution, delivery, or performance of this Agreement (or any of the ancillary agreements) nor the consummation of any of the transactions contemplated by this Agreement (or any of the ancillary agreements) 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 Encumbrance on, any Company IPIntellectual Property; (ii) a breach of or default under any Company IP Contract; (iii) the release, disclosure, or delivery of any Company IP Intellectual Property 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 Company IPIntellectual Property.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Rapid7, Inc.)
Effects of This Transaction. Neither the execution, delivery, delivery or performance of this Agreement (or any of the ancillary agreements) other agreements referred to in this Agreement nor the consummation of any of the transactions contemplated by this Agreement (or any of the ancillary agreements) such other agreement entered into in connection herewith or therewith 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 Encumbrance on, any Acquired Company IP; (ii) a breach of or default under any Company IP Contract; (iii) the release, disclosure, disclosure or delivery of any Acquired Company IP or Acquired Company Product by or to any escrow agent or other Person; or (iviii) the grant, assignment, assignment or transfer to any other Person of any license or other right or interest under, to, in or in to any of the Acquired Company IP.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vonage Holdings Corp)
Effects of This Transaction. Neither the execution, delivery, or performance of this Agreement (or any of the ancillary agreements) nor the consummation of any of the transactions contemplated by this Agreement (or any of the ancillary agreements) will, with or without notice or lapse of time, result incause, or give any other Person the right or option to cause or declarecause, (ia) a loss of, or Encumbrance on, any Acquired Company IP; (iib) a breach of or default under any Acquired Company IP Contract; (iiic) the release, disclosure, or delivery of any Acquired Company IP by or to any escrow agent or other PersonPerson (other than the Surviving Corporation, Parent or any Affiliate thereof); or (ivd) the grant, assignment, or transfer to any other Person (other than the Surviving Corporation, Parent or any Affiliate thereof) of any license or other right or interest under, to, or in any of the Acquired Company IP.
Appears in 1 contract
Samples: Registration Rights Agreement (Cavium Networks, Inc.)
Effects of This Transaction. Neither the execution, delivery, or performance of this Agreement (or any of the ancillary agreements) nor the consummation of any of the transactions contemplated by this Agreement (or any of the ancillary agreements) will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare, (ia) a loss of, or Encumbrance on, any Company Seller IP; (iib) a breach of or default under any Company Seller IP Contract; (iiic) the release, disclosure, or delivery of any Company Seller IP by or to any escrow agent or other Person; or (ivd) 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 Seller IP.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vuance)
Effects of This Transaction. Neither Except as set forth in Part 2.10(i) of the Disclosure Schedule, neither the execution, delivery, delivery or performance of this Agreement (or any of the ancillary agreements) nor the consummation of any of the transactions contemplated by this Agreement (or any of the ancillary agreements) will, with or without notice or lapse of timetime or both, result in, or give any other Person the right or option pursuant to any Company IP Contract to cause or declare, : (i) a loss of, or Encumbrance on, any Company IP; (ii) a breach of or default under any Company IP Contract; (iii) the release, disclosure, disclosure or delivery of any Company IP by or to any escrow agent or other Person; or (iv) the grant, assignment, assignment or transfer to any other Person of any license or other right or interest under, to, to or in any of the Company IP.
Appears in 1 contract
