Common use of Succession and Assignment Clause in Contracts

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary of the Parent.

Appears in 21 contracts

Samples: Agreement and Plan of Merger and Reorganization (U.S. Rare Earth Minerals, Inc), Agreement and Plan of Merger (First Harvest Corp.), Nonqualified Stock Option Agreement (Atrinsic, Inc.)

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Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary of the ParentParent (other than Split-Off Subsidiary).

Appears in 9 contracts

Samples: Agreement and Plan of Merger and Reorganization (Content Checked Holdings, Inc.), Agreement and Plan of Merger and Reorganization (Akoustis Technologies, Inc.), Agreement and Plan of Merger and Reorganization (Enumeral Biomedical Holdings, Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Transitory Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the ParentBuyer.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Eclipsys Corp), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Execution Copy Agreement and Plan of Merger (Thermospectra Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests rights or delegate any of its performance obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Transitory Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the ParentBuyer. Any purported assignment of rights or delegation of performance obligations in violation of this Section 10.4 is void.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Rsa Security Inc/De/), Agreement and Plan of Merger (TechTarget Inc), Agreement and Plan of Merger (Blackboard Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assignssuccessors. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, however, that the Acquisition Subsidiary Sub may freely assign its rights, interests and obligations hereunder rights to a wholly-another wholly owned subsidiary of the ParentParent without such prior written approval but no such assignment shall relieve Sub of any of its obligations hereunder.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Harland John H Co), Agreement and Plan of Merger (Cfi Proservices Inc), Agreement and Plan of Merger (Loehmanns Holdings Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assignssuccessors. No Party party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, however, that the Acquisition Subsidiary Merger Sub may freely assign its rights, interests and obligations hereunder rights to a wholly-another wholly owned subsidiary of the ParentParent without such prior written approval but no such assignment shall relieve the Merger Sub of any of its obligations hereunder.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Women Com Networks Inc), Agreement and Plan of Merger (Hearst Communications Inc), Agreement and Plan of Merger (Ivillage Inc)

Succession and Assignment. This Agreement shall be binding upon and ------------------------- inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Transitory Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the ParentBuyer.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ss&c Technologies Inc), Agreement and Plan of Merger (Convergent Networks Inc), Agreement and Plan of Merger and Contribution (Cmgi Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary MergerCo may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary of the ParentParent (other than Split-Off Subsidiary).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ds Healthcare Group, Inc.), Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.), Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Transitory Subsidiary may assign its rights, interests interests, and obligations hereunder to a wholly-owned subsidiary an Affiliate of the ParentBuyer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Udate Com Inc), Amendment Agreement and Consent (Udate Com Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assignssuccessors. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided parties, provided, however, that the Acquisition Subsidiary Merger Sub may freely assign its rights, interests and obligations hereunder rights to a wholly-another wholly owned subsidiary of the ParentParent without such prior written approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sybron Chemicals Inc), Agreement and Plan of Merger (Comcast Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assignssuccessors. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, however, that the Acquisition Subsidiary Sub may freely assign its rights, interests and obligations hereunder rights to a wholly-another wholly owned subsidiary of the ParentParent without such prior written approval but no such assignment shall relieve Sub or Parent of any of its respective obligations hereunder.

Appears in 2 contracts

Samples: Agreement of Merger (Overnite Corp), Agreement of Merger (United Parcel Service Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided provided, however, that the Acquisition Subsidiary Sub may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary of the Parentanother Affiliate.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Net Perceptions Inc), Agreement and Plan of Merger (Net Perceptions Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, however, that the Acquisition Subsidiary each of Parent and Merger Sub may freely assign its rights, interests and obligations hereunder rights to a wholly-another direct or indirect wholly owned subsidiary of the ParentParent or Merger Sub without such prior written approval but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mim Corp), Agreement and Plan of Merger (Chronimed Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assignssuccessors. No Party party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, however, that the Acquisition Subsidiary Merger Sub may freely assign its rights, interests and obligations hereunder rights to a wholly-owned subsidiary Parent Subsidiary without such prior written approval but no such assignment shall relieve Merger Sub of the Parentany of its obligations hereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Caremark Rx Inc), Agreement and Plan of Merger (Advancepcs)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Transitory Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the Parent.Buyer. In the event of an Acquisition of Buyer, the following additional provisions shall apply: -52- 57

Appears in 2 contracts

Samples: Loan and Security Agreement (Unisphere Networks Inc), Agreement and Plan of Merger (Unisphere Networks Inc)

Succession and Assignment. This Agreement shall be binding upon and ------------------------- inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Transitory Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the ParentBuyer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Open Market Inc), Agreement and Plan of Merger (Ss&c Technologies Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Transitory Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the Parent.Buyer. 51 PAGE

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thermo Process Systems Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Oxford Ventures Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary of the Parent.. 9.5

Appears in 1 contract

Samples: HTM Merger Agreement

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the Parent.Buyer. 1.44

Appears in 1 contract

Samples: Agreement and Plan of Merger (Icc Technologies Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors successors, heirs and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, however, that the Acquisition Subsidiary Sub may freely assign its rights, interests and obligations hereunder rights to a wholly-another wholly owned subsidiary of the ParentParent without such prior written approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Universal Compression Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided provided, however, that the Acquisition Transitory Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary of the Parentanother Affiliate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gsi Lumonics Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests rights or delegate any of its performance obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Merger Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the ParentBuyer. Any purported assignment of rights or delegation of performance obligations in violation of this Section 9.4 shall be deemed to be void.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unica Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary of the ParentParent (other than Leaseco).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Kentucky USA Energy, Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the ParentBuyer.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Mac Worldwide Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Merger Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the ParentBuyer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netegrity Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided provided, however, that the Acquisition Transitory Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary another affiliate (as defined in Rule 12b-2 under the Exchange Act) of the Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alpha Industries Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the ParentThermoLase.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thermolase Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Buyer may cause a wholly owned Subsidiary may of the Buyer to be substituted for the Transaction Subsidiary as the party to the Merger and may, in addition, assign its the other rights, interests and obligations hereunder but not its obligations, including, without limitation, its obligation to a wholly-owned subsidiary of pay the ParentMerger Consideration, under this Agreement to such Subsidiary.

Appears in 1 contract

Samples: Merger Agreement (Iron Mountain Inc /De)

Succession and Assignment. This Agreement shall be binding upon and ------------------------- inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Transitory Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the ParentEntrust.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Entrust Technologies Inc)

Succession and Assignment. This Agreement shall be binding upon ------------------------- and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; , provided that the Acquisition Transitory Subsidiary may assign its rights, interests and and/or obligations hereunder under this Agreement to a wholly-owned subsidiary an Affiliate of the ParentBuyer by notice to the Company and the Company Stockholder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gupton O Bruce)

Succession and Assignment. This Agreement shall be binding upon ------------------------- and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Transitory Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the ParentBuyer.

Appears in 1 contract

Samples: Purchase Agreement (Kadant Inc)

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Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary Corp. may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary of the Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Confederate Motors, Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties. Parent may assign its rights hereunder to any subsidiary of Parent, including, without limitation, NextGen; provided that the Acquisition Subsidiary may assign its rights, interests and obligations Parent shall not be relieved of any liability hereunder to a wholly-owned subsidiary of the Parentby any such assignment.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quality Systems Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary of the ParentParent (other than Media).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (UFood Restaurant Group, Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Subject to Section 13.14(g), no Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of Parent and the other PartiesCompany; provided provided, however, that the Acquisition Subsidiary Parent and Merger Sub may assign its rights, interests and obligations hereunder rights under this Agreement to a wholly-owned subsidiary of its financing sources as collateral security in connection with the ParentFinancing.

Appears in 1 contract

Samples: Merger Agreement (Commvault Systems Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Prior to the Closing, no Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other PartiesParties hereto; provided provided, however, that prior to Closing, Buyer may, without the Acquisition Subsidiary may consent of, but with notice to, the Seller, assign its rights, interests rights and obligations hereunder under this Agreement (but not Ameritech's) and the right to a wholly-owned subsidiary acquire the Acquired Assets to one of the Parentits subsidiaries or Affiliates.

Appears in 1 contract

Samples: Asset Purchase Agreement (Republic Industries Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests rights or delegate any of its performance obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Merger Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the ParentBuyer. Any purported assignment of rights or delegation of performance obligations in violation of this Section 9.4 is void.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unica Corp)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary Subsidiaries may assign its their rights, interests and obligations hereunder to a wholly-owned subsidiary subsidiaries of the Parent.

Appears in 1 contract

Samples: Agreement and Plan (GoFish Corp.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Subject to Section 2.6, no Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Transitory Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the ParentBuyer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medicines Co /De)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assignssuccessors. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, HOWEVER, that the Acquisition Subsidiary Merger Sub may freely assign its rights, interests and rights to another wholly owned Subsidiary of Parent without such prior written approval but no such assignment shall relieve Merger Sub of any of its obligations hereunder to a wholly-owned subsidiary of the Parenthereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sports Authority Inc /De/)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary may assign parties, other than in connection with transfers of its rights, interests and obligations hereunder to a wholly-owned subsidiary securities of the ParentCompany in accordance with the Stockholders Agreement.

Appears in 1 contract

Samples: Subscription Agreement (Blackline, Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary of the ParentParent (other than Split-Off Subsidiary).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Tyme Technologies, Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Transitory Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the ParentEngage.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Engage Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and herein, their respective successors and permitted assignsassigns and the Surviving Corporation. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Transitory Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the Parent. Upon the Transitory Subsidiary being formed, it will agree to be bound by the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Neutron Enterprises Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary an Affiliate of the Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rare Medium Group Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary of the ParentParent (other than LLC).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Modigene Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party hereto may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of Parent and the other PartiesPrincipal Shareholders; provided provided, however, that the Acquisition Subsidiary Parent may assign any or all of its rights, rights and interests and obligations hereunder to a wholly-wholly- owned subsidiary of the ParentSubsidiary.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Allscripts Inc /Il)

Succession and Assignment. This Agreement shall will be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign or delegate either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary Parent may assign its rights, interests the rights and obligations hereunder of Merger Sub to a another wholly-owned subsidiary of the Parent.. Agreement and Plan of Merger

Appears in 1 contract

Samples: Agreement and Plan of Merger (Merge Healthcare Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Acquisition Subsidiary may assign its rights, interests and obligations hereunder to a wholly-owned subsidiary Subsidiary of the Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (High Tide Ventures, Inc.)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assignssuccessors. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Partiesparties; provided provided, however, that the Acquisition Subsidiary Merger Sub may freely assign its rights, interests and obligations hereunder rights to a wholly-another wholly owned subsidiary of the ParentParent without such prior written approval but no such assignment shall relieve Merger Sub of any of its obligations hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (DBT Online Inc)

Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties parties named herein and their respective successors and permitted assigns. No Party party may assign either this Agreement or any of its rights, interests interests, or obligations hereunder without the prior written approval of the other Parties; provided parties provided, however, that the Acquisition Subsidiary Parent and USPN may assign its rights, interests and obligations hereunder their rights under this Agreement to a wholly-wholly owned subsidiary entity of the ParentParent without any prior consent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (U S Pawn Inc)

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