Assignments Clause Example with 5 Variations from Business Contracts

Assignments. a. Neither this Agreement nor any of the rights, duties, interests or obligations of the Company hereunder shall be assigned or delegated by the Company in whole or in part. 9 b. Prior to the expiration of the Lock-Up Period, no Voting Party may assign or delegate such Voting Party’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Voting Shares by such Voting Party to a Permitted Transferee in accordance with the terms of the Stock...holder Support Agreement and this Section 15; provided, that, with respect to VO Holder, the rights hereunder that are personal to VO Holder, as applicable, may not be assigned or delegated in whole or in part, except that (i) VO Holder shall be permitted to transfer rights hereunder as VO Holder to one or more Affiliates or any direct or indirect partners, members or equity holders of VO Holder, (each, a “Transferee”) and (ii) VO Holder shall be permitted to designate any Transferee as “VO Holder”, as applicable, for purposes of this Agreement as if such Transferee were an initial signatory hereto. 9 c. This Agreement and the provisions hereof shall, subject to Section 15(b), inure to the benefit of, shall be enforceable by and shall be binding upon the respective assigns and successors in interest of the Voting Parties, including with respect to any of such Voting Party’s Voting Shares that are transferred to a Permitted Transferee in accordance with the terms of this Agreement and the Stockholder Support Agreement. d. No assignment in accordance with this Section 15 by any party hereto (including pursuant to a transfer of any Voting Party’s Voting Shares) of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company or any other party hereto unless and until each of the other parties hereto shall have received (i) written notice of such assignment as provided in Section 22 and (ii) the executed written agreement of the assignee, in a form reasonably satisfactory to each of the other parties hereto, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement) as fully as if it were an initial signatory hereto. Each Voting Party shall not permit the transfer of any such Voting Party’s Voting Shares to a Permitted Transferee unless and until the person to whom such securities are to be transferred has executed a written agreement as provided in clause (ii) of the preceding sentence. e. Any transfer or assignment made other than as provided in this Section 15 shall be null and void. f. Notwithstanding anything herein to the contrary, for purposes of determining the number of shares of capital stock of the Company held by VO Holder, the aggregate number of shares so held by VO Holder shall include any shares of capital stock of the Company transferred or assigned to a Permitted Transferee in accordance with the provisions of this Section 15; provided, that any such Permitted Transferee has executed a written agreement agreeing to be bound by the terms and provisions of this Agreement as contemplated by Section 15(d) above, including agreeing to vote or cause to be voted the Voting Shares Beneficially Owned by such Permitted Transferee as required of a Voting Party hereunder. View More

Assignments. a. Neither this Agreement nor any of the rights, duties, interests or obligations of the Company hereunder shall be assigned or delegated by the Company in whole or in part. b. Prior to the expiration of the Lock-Up Period, no Voting Party may assign or delegate such Voting Party’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Voting Shares by such Voting Party to a Permitted Transferee in accordance with the terms of the Stockho...lder Support Registration Rights Agreement and this Section 15; provided, that, with respect to VO VG Holder and CP Holder, the rights hereunder that are personal to VO VG Holder and CP Holder, as applicable, may not be assigned or delegated in whole or in part, except that (i) VO VG Holder and CP Holder shall be permitted to transfer rights hereunder as VO VG Holder and CP Holder to one or more Affiliates or any direct or indirect partners, members or equity holders of VO VG Holder and CP Holder, respectively, (each, a “Transferee”) and (ii) VO VG Holder and CP Holder shall be permitted to designate any Transferee as “VO “VG Holder” or “CP Holder”, as applicable, for purposes of this Agreement as if such Transferee were an initial signatory hereto. 9 hereto (provided, for purposes of this clause (ii), that any such designated Transferee of the CP Holder is controlled by Chamath Palihapitiya). c. This Agreement and the provisions hereof shall, subject to Section 15(b), inure to the benefit of, shall be enforceable by and shall be binding upon the respective assigns and successors in interest of the Voting Parties, including with respect to any of such Voting Party’s Voting Shares that are transferred to a Permitted Transferee in accordance with the terms of this Agreement and the Stockholder Support Registration Rights Agreement. d. No assignment in accordance with this Section 15 by any party hereto (including pursuant to a transfer of any Voting Party’s Voting Shares) of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company or any other party hereto unless and until each of the other parties hereto shall have received (i) written notice of such assignment as provided in Section 22 and (ii) the executed written agreement of the assignee, in a form reasonably satisfactory to each of the other parties hereto, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement) as fully as if it were an initial signatory hereto. Each Voting Party shall not permit the transfer of any such Voting Party’s Voting Shares to a Permitted Transferee unless and until the person to whom such securities are to be transferred has executed a written agreement as provided in clause (ii) of the preceding sentence. e. Any transfer or assignment made other than as provided in this Section 15 shall be null and void. f. Notwithstanding anything herein to the contrary, for purposes of determining the number of shares of capital stock of the Company held by VO VG Holder, on the one hand, and SCH Holder and CP Holder, on the other hand, respectively, the aggregate number of shares so held by VO VG Holder and SCH Holder and CP Holder, respectively, shall include any shares of capital stock of the Company transferred or assigned to a Permitted Transferee in accordance with the provisions of this Section 15; provided, that any such Permitted Transferee has executed a written agreement agreeing to be bound by the terms and provisions of this Agreement as contemplated by Section 15(d) above, including agreeing to vote or cause to be voted the Voting Shares Beneficially Owned by such Permitted Transferee as required of a Voting Party hereunder. View More

Assignments. a. Neither this Agreement nor any of the rights, duties, interests or obligations of the Company hereunder shall be assigned or delegated by the Company in whole or in part. b. Prior to the expiration of the Lock-Up Period, no Voting Party may assign or delegate such Voting Party’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Voting Shares by such Voting Party to a Permitted Transferee in accordance with the terms of the Stockho...lder Support Registration Rights Agreement and this Section 15; provided, that, with respect to VO VG Holder and CP Holder, the rights hereunder that are personal to VO VG Holder and CP Holder, as applicable, may not be assigned or delegated in whole or in part, except that (i) VO VG Holder and CP Holder shall be permitted to transfer rights hereunder as VO VG Holder and CP Holder to one or more Affiliates or any direct or indirect partners, members or equity holders of VO VG Holder and CP Holder, respectively, (each, a “Transferee”) and (ii) VO VG Holder and CP Holder shall be permitted to designate any Transferee as “VO “VG Holder” or “CP Holder”, as applicable, for purposes of this Agreement as if such Transferee were an initial signatory hereto. 9 hereto (provided, for purposes of this clause (ii), that any such designated Transferee of the CP Holder is controlled by Chamath Palihapitiya). c. This Agreement and the provisions hereof shall, subject to Section 15(b), inure to the benefit of, shall be enforceable by and shall be binding upon the respective assigns and successors in interest of the Voting Parties, including with respect to any of such Voting Party’s Voting Shares that are transferred to a Permitted Transferee in accordance with the terms of this Agreement and the Stockholder Support Registration Rights Agreement. 9 d. No assignment in accordance with this Section 15 by any party hereto (including pursuant to a transfer of any Voting Party’s Voting Shares) of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company or any other party hereto unless and until each of the other parties hereto shall have received (i) written notice of such assignment as provided in Section 22 and (ii) the executed written agreement of the assignee, in a form reasonably satisfactory to each of the other parties hereto, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement) as fully as if it were an initial signatory hereto. Each Voting Party shall not permit the transfer of any such Voting Party’s Voting Shares to a Permitted Transferee unless and until the person to whom such securities are to be transferred has executed a written agreement as provided in clause (ii) of the preceding sentence. e. Any transfer or assignment made other than as provided in this Section 15 shall be null and void. f. Notwithstanding anything herein to the contrary, for purposes of determining the number of shares of capital stock of the Company held by VO VG Holder, on the one hand, and SCH Holder and CP Holder, on the other hand, respectively, the aggregate number of shares so held by VO VG Holder and SCH Holder and CP Holder, respectively, shall include any shares of capital stock of the Company transferred or assigned to a Permitted Transferee in accordance with the provisions of this Section 15; provided, that any such Permitted Transferee has executed a written agreement agreeing to be bound by the terms and provisions of this Agreement as contemplated by Section 15(d) above, including agreeing to vote or cause to be voted the Voting Shares Beneficially Owned by such Permitted Transferee as required of a Voting Party hereunder. View More

Assignments. a. (a) Neither this Agreement nor any of the rights, duties, interests or obligations of the Company hereunder shall be assigned or delegated by the Company in whole or in part. b. (b) Prior to the expiration of the Lock-Up Lock-up Period, no Voting Party may assign or delegate such Voting Party’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Voting Shares by such Voting Party to a Permitted Transferee in accordance with the term...s of the Stockholder Support Registration Rights Agreement and this Section 15; provided, that, with respect to VO Holder, that the rights hereunder that are personal to VO Holder, as applicable, the Voting Parties may not be assigned or delegated in whole or in part, except that (i) VO Holder the Topco Equityholders shall be permitted to transfer rights hereunder as VO Holder the Topco Equityholders to one or more other Topco Equityholders or any of their respective Affiliates or any direct or indirect partners, members or equity holders of VO Holder, (each, a “Transferee”) and “Topco Transferee”), (ii) VO Holder the Horizon Equityholders shall be permitted to transfer rights hereunder as the Horizon Equityholders to one or more other Horizon Equityholders or any of their respective Affiliates or direct or indirect partners, members or equity holders (each, a “Horizon Transferee”)and (iii) the Topco Equityholders shall be permitted to designate any Topco Transferee as “VO Holder”, a “Topco Equityholder” and the Horizon Equityholders shall be permitted to designate any Horizon Transferee as applicable, a “Horizon Equityholder”, in each case, for purposes of this Agreement as if such Permitted Transferee were an initial signatory hereto. 9 c. (c) This Agreement and the provisions hereof shall, subject to Section 15(b), 15(c), inure to the benefit of, shall be enforceable by and shall be binding upon the respective assigns and successors in interest of the Voting Parties, including with respect to any of such Voting Party’s Voting Shares that are transferred to a Permitted Transferee in accordance with the terms of this Agreement and the Stockholder Support Registration Rights Agreement. d. 13 (d) No assignment in accordance with this Section 15 by any party hereto (including pursuant to a transfer of any Voting Party’s Voting Shares) of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company or any other party hereto unless and until each of the other parties hereto shall have received (i) written notice of such assignment as provided in Section 22 23 and (ii) the executed written agreement of the assignee, in a form reasonably satisfactory to each of the other parties hereto, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement) as fully as if it were an initial signatory hereto. Each Voting Party shall not permit the transfer of any such Voting Party’s Voting Shares to a Permitted Transferee unless and until the person to whom such securities are to be transferred has executed a written agreement as provided in clause (ii) of the preceding sentence. e. (e) Any transfer or assignment made other than as provided in this Section 15 shall be null and void. f. (f) Notwithstanding anything herein to the contrary, for purposes of determining the number of shares of capital stock of the Company held by VO Holder, the Voting Parties, the aggregate number of shares so held by VO Holder the Voting Parties shall include any shares of capital stock of the Company transferred or assigned to a Permitted Transferee in accordance with the provisions of this Section 15; provided, that any such Permitted Transferee has executed a written agreement agreeing to be bound by the terms and provisions of this Agreement as contemplated by Section 15(d) above, including agreeing to vote or cause to be voted the Voting Shares Beneficially Owned by such Permitted Transferee as required of a Voting Party hereunder. View More

Assignments. a. (a) Neither this Agreement nor any of the rights, duties, interests or obligations of the Company hereunder shall be assigned or delegated by the Company in whole or in part. b. (b) Prior to the expiration of the Lock-Up Lock-up Period, no Voting Party may assign or delegate such Voting Party’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer Transfer of Voting Shares by such Voting Party to a Permitted Transferee in accordance with... the terms of the Stockholder Support Agreement Registration Rights Agreement, Section 6(b) of this Agreement, and this Section 15; 14; provided, that, with respect to VO Holder, that the rights hereunder that are personal to VO Holder, as applicable, the Voting Parties may not be assigned or delegated in whole or in part, except that (i) VO Holder the Directional Equityholders shall be permitted to transfer rights hereunder as VO Holder the Directional Equityholders to one or more other Directional Equityholders or any of their respective Affiliates or any direct or indirect partners, members or equity holders of VO Holder, (each, a “Transferee”) and “Directional Transferee”), (ii) VO Holder the Eldridge Equityholders shall be permitted to designate transfer rights hereunder as the Eldridge Equityholders to one or more other Eldridge Equityholders or any of their respective Affiliates or direct or indirect partners, members or equity holders (each, a “Eldridge Transferee”), (iii) the Sponsor Equityholders shall be permitted to transfer rights hereunder as the Sponsor Equityholders to one or more other Sponsor Equityholders or any of their respective Affiliates or direct or indirect partners, members or equity holders (each, a “Sponsor Transferee”) and (iv) each Directional Transferee shall be designated as “VO Holder”, a “Directional Equityholder,” each Eldridge Transferee shall be designated as applicable, an “Eldridge Equityholder,” and each Sponsor Transferee shall be designated as a “Sponsor Equityholder”, in each case, for purposes of this Agreement as if such Permitted Transferee were an initial signatory hereto. 9 c. (c) This Agreement and the provisions hereof shall, subject to Section 15(b), shall inure to the benefit of, shall be enforceable by and shall be binding upon the respective assigns and successors in interest of the Voting Parties, including with respect to any of such Voting Party’s Voting Shares that are transferred to a Permitted Transferee in accordance with the terms of this Agreement and the Stockholder Support Registration Rights Agreement. d. (d) No assignment in accordance with this Section 15 14 by any party hereto (including pursuant to a transfer of any Voting Party’s Voting Shares) of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company or any other party hereto unless and until each of the other parties hereto shall have received (i) written notice of such assignment as provided in Section 22 and (ii) the executed written agreement of the assignee, in a form reasonably satisfactory to each of the other parties hereto, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement) as fully as if it were an initial signatory hereto. Each Voting Party shall not permit the transfer of any such Voting Party’s Voting Shares to a Permitted Transferee unless and until the person to whom such securities are to be transferred has executed a written agreement as provided in clause (ii) of the preceding sentence. e. 11 (e) Any transfer or assignment made other than as provided in this Section 15 14 shall be null and void. f. (f) Notwithstanding anything herein to the contrary, for purposes of determining the number of shares of capital stock of the Company held by VO Holder, the Voting Parties, the aggregate number of shares so held by VO Holder the Voting Parties shall include any shares of capital stock of the Company transferred or assigned to a Permitted Transferee in accordance with the provisions of this Section 15; 14; provided, that any such Permitted Transferee has executed a written agreement agreeing to be bound by the terms and provisions of this Agreement as contemplated by Section 15(d) 14(d) above, including agreeing to vote or cause to be voted the Voting Shares Beneficially Owned by such Permitted Transferee as required of a Voting Party hereunder. View More