Permitted Assignment, Merger, and Change of Control Sample Clauses

Permitted Assignment, Merger, and Change of Control. This Agreement may be assigned or transferred by HoldCo to Purchaser Parent or a Subsidiary of Purchaser Parent upon written notice to Seller, provided that Purchaser Parent or such Subsidiary of Purchaser Parent shall agree in writing to be bound by the terms and conditions of this Agreement. Seller may assign or transfer this Agreement or its rights hereunder solely in connection with a corporate merger or consolidation, sale of all or substantially all of its assets, or Change of Control of Seller as set forth below. In the event of any such assignment or transfer (other than an assignment or transfer resulting from the merger or consolidation of Seller with or into a Subsidiary of Seller), any merger or consolidation of Seller with or into Panasonic or any Subsidiary of Panasonic that is not a Subsidiary of Seller (regardless of which entity is the surviving entity), or any Change of Control of Seller, Seller shall (a) provide written notice to HoldCo within a reasonable period of time after such assignment or transfer, setting forth the name of the assignee, the entity with or into which Seller will be merged or consolidated, or the new controlling entity of Seller, as the case may be, (b) the assignee, the surviving entity of such merger or consolidation, or the new controlling entity of Seller, as the case may be, must agree in writing to be bound by the terms and conditions of this Agreement, and (c) all of the rights and licenses granted herein pursuant to Article II (Grant-Back Patent License and Covenants) to Seller and its Subsidiaries will be limited to use with Seller Licensed Products, Seller Licensed Services, Semiconductor Products, and Semiconductor Services, in each case of Seller Group Entities, that were (i) in existence immediately prior to the consummation of such assignment, merger, consolidation, or Change of Control, and (ii) under development immediately prior to the consummation of such assignment, merger, consolidation, or Change of Control and disclosed in contemporaneous, publicly available product roadmaps or similar documents.
Sample 1
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Related to Permitted Assignment, Merger, and Change of Control

  • Assignment; Change of Control Except as provided in this Section 10.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. […***…].

  • Assignment and Change of Control 11.2.1 Except as provided in this Section 11.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party.

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • Termination of Merger 9.1 This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Date, whether before or after shareholder approval of this Agreement, by the consent of the Board of Directors of MLGT and CXNG.

  • Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

  • Termination and Change in Control In the event of a Change in Control and at any time during the Change of Control Period (x) the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change of 10 miles or more in the Executive’s location of employment, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates his employment, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severence benefits consisting of:

  • Effect of Change in Control Purchase Notice Upon receipt by the Company of the Change in Control Purchase Notice specified in Section 404(b) hereof, the Holder of the Note in respect of which such Change in Control Purchase Notice was given shall (unless such Change in Control Purchase Notice is withdrawn as specified in the following two paragraphs of this Section) thereafter be entitled to receive solely the Change in Control Purchase Price with respect to such Note. Such Change in Control Purchase Price shall be paid to such Holder upon the later of (a) the first Business Day following the Change in Control Purchase Date (provided the conditions in Section 404(b) hereof have been satisfied) and (b) the time of delivery of the Note to the Paying Agent at the office of the Paying Agent or to the office or agency referred to in Section 902 of the Indenture by the Holder thereof in the manner required by Section 404(b) hereof. A Change in Control Purchase Notice may be withdrawn before or after delivery by the Holder to the Paying Agent at the office of the Paying Agent of the Note to which such Change in Control Purchase Notice relates, by means of a written notice of withdrawal delivered by the Holder to the Paying Agent at the office of the Paying Agent or to the office or agency referred to in Section 902 of the Indenture to which the related Change in Control Purchase Notice was delivered at any time prior to the close of business on the Change in Control Purchase Date specifying, as applicable:

  • Termination in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company:

  • Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.

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