Grouped Into 236 Collections of Similar Clauses From Business Contracts
This page contains Assignments clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Assignments. This Agreement may be assigned by the Advisor to an Affiliate or Affiliates with the approval of a majority of the Board of Directors (including a majority of the Independent Directors). The Advisor may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the approval of the Board of Directors. This Agreement shall not be assigned by the Corporation or the Operating Partnership without the consent of the Advisor, except in the case of an assign...ment by the Corporation or the Operating Partnership to a corporation, limited partnership or other organization which is a successor to all of the assets, rights and obligations of the Corporation or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Corporation and the Operating Partnership are bound by this Agreement. For the avoidance of doubt, this Agreement may not be assigned (as such term is defined in Section 205(a)(2) of the Advisers Act) or novated by the Advisor by operation of law or otherwise without consent as required under the Advisers Act; provided, that the Advisor may assign, subcontract, delegate or otherwise transfer any of its rights and obligations hereunder to any of its Affiliates.View More
Assignments. This Agreement may be assigned by the Advisor to an Affiliate or Affiliates with the approval of a majority of the Board of Directors (including a majority independent directors of the Independent Directors). Corporation; provided, however, the Advisor shall not assign the agreements contained in Section 2 of this Agreement to an Affiliate or Affiliates unless the Advisor has also assigned its right to receive the Fixed Component under the Advisory Agreement to such Affiliate or Affiliates. The ...Advisor may assign any rights to receive fees or other payments under any amounts payable to the Advisor pursuant to this Agreement to any Person without obtaining the approval of the Corporation's Board of Directors. This Agreement shall not be assigned by the Corporation or the Operating Partnership without the consent of the Advisor, except in the case of an assignment by the Corporation or the Operating Partnership of its obligations hereunder to a corporation, limited partnership or other organization which is a successor to all of the assets, rights and obligations of the Corporation or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Corporation and the Operating Partnership are bound by this Agreement. For the avoidance 4 10. SEVERABILITY. The provisions of doubt, this Agreement may not are independent of and severable from each other, and no provision shall be assigned (as such term is defined in Section 205(a)(2) affected or rendered invalid or unenforceable by virtue of the Advisers Act) fact that for any reason any other or novated by others of them may be invalid or unenforceable in whole or in part; provided, however, that if the terms of Section 5 of this Agreement are held to be unenforceable, then the Advisor by operation may, at its option, immediately terminate Sections 2 and 3 of law or otherwise without consent as required under the Advisers Act; provided, that the Advisor may assign, subcontract, delegate or otherwise transfer any of its rights and obligations hereunder to any of its Affiliates. this Agreement. View More
Assignments. This Agreement may be assigned by the Advisor to an Affiliate or Affiliates with the approval of a majority of the Board of Directors (including a majority of the Independent Directors). The Advisor may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the approval of the Board of Directors. This Agreement shall not be assigned by the Corporation Company or the Operating Partnership without the consent of the Advisor, except in the case of a...n assignment by the Corporation Company or the Operating Partnership to a corporation, limited partnership or other organization which is a successor to all of the assets, rights and obligations of the Corporation Company or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Corporation Company and the Operating Partnership are bound by this Agreement. For the avoidance of doubt, this Agreement may not be assigned (as such term is defined in Section 205(a)(2) of the Advisers Act) or novated by the Advisor by operation of law or otherwise without consent as required under the Advisers Act; provided, that the Advisor may assign, subcontract, delegate or otherwise transfer any of its rights and obligations hereunder to any of its Affiliates. 25 17.PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION. Payments to the Advisor of unpaid expense reimbursements pursuant to this Section 17 shall be subject to the 2%/25% Guidelines to the extent applicable. (a)After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement. In addition, in accordance with the provisions of Section 12, the Advisor shall be entitled to receive any Excess Amount (as defined in Section 12) for which the Independent Directors determined (before or after the Termination Date) that there was justification based on unusual and nonrecurring factors. (b)The Advisor shall promptly upon termination: (i)pay over to the Company and the Operating Partnership all money collected and held for the account of the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (ii)deliver to the Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Directors; (iii)deliver to the Directors all assets, including Real Properties, Real Estate Related Securities and Debt Investments, and documents of the Company and the Operating Partnership then in the custody of the Advisor; and (iv)cooperate with the Company and the Operating Partnership to provide an orderly management transition. View More
Assignments. This Agreement may be assigned by the Advisor to an Affiliate or Affiliates of the Advisor with the approval of a majority of the Board of Directors (including a majority of the Independent Directors). After a Listing, this Agreement may be assigned by the Advisor to any party with expertise in comparable commercial real estate and that has, together with its Affiliates, over $800 million of assets under management upon prior written notice to the Company (which notice shall provide details of t...he assignment and a copy of the agreement pursuant to which the assignment is effectuated), but without obtaining the approval of the Board of Directors. The Advisor may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the approval of the Board of Directors. This Agreement shall not be assigned by the Corporation Company or the Operating Partnership without the consent of the Advisor, except in the case of an assignment by the Corporation Company or the Operating Partnership to a corporation, limited partnership or other organization Person which is a successor to all of the assets, rights and obligations of the Corporation Company or the Operating Partnership, in which case such successor organization Person shall be bound hereunder and by the terms of said assignment in the same manner as the Corporation and Company or the Operating Partnership, as applicable, is bound by this Agreement; provided, that in the event any such assignment constitutes a Change of Control, the Advisor shall be entitled to receive from the Company or the Operating Partnership are bound by this Agreement. For the avoidance Change of doubt, this Agreement may not be assigned (as such term is defined Control Fee in accordance with Section 205(a)(2) of the Advisers Act) or novated by the Advisor by operation of law or otherwise without consent as required under the Advisers Act; provided, that the Advisor may assign, subcontract, delegate or otherwise transfer any of its rights and obligations hereunder to any of its Affiliates. 18(a). View More
Assignments. Each of Company and Bank may assign this Agreement and its rights hereunder, and may delegate its duties and obligations under this Agreement, in each case without the consent of Executive. This Agreement is a personal contract, and neither this Agreement nor the rights, interest, duties, or obligations of Executive hereunder may be assigned or delegated by Executive. Subject to the preceding provisions of this Section 12, this Agreement shall be binding upon and shall inure to the benefit of th...e Parties and their respective successors and permitted assigns.View More
Assignments. Each of Company and Bank may assign this Agreement and its rights hereunder, hereunder and may delegate its duties and obligations under this Agreement, in each case without the consent of Executive. Employee. This Agreement is a personal contract, and neither this Agreement nor the rights, interest, duties, or obligations of Executive Employee hereunder may be assigned or delegated by Executive. Employee. Subject to the preceding provisions of this Section 12, this Agreement shall be binding up...on and shall inure to the benefit of the Parties and their respective successors and permitted assigns. View More
Assignments. This Agreement and all rights under this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributes, devisees, legatees, successors and assigns. This Agreement is personal in nature, and neither of the parties to this Agreement shall, without consent of the other (which consent will not be unreasonably withheld), assign or transfer this Agreement or any ri...ght or obligation under this Agreement to any other person or entity. If the Executive should die while any amounts are still payable to the Executive hereunder, all such amounts shall be paid in accordance with the terms of this Agreement to Executive's devisee, legatee, or other designee or, if there be no such designee, to the Executive's estate.View More
Assignments. This Agreement and all rights under this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective personal or legal representatives, representative, executors, administrators, heirs, distributes, devisees, legatees, successors and assigns. This Agreement is personal in nature, and neither of the parties to this Agreement shall, without consent of the other (which consent will not be unreasonably withheld), assign or transfer this Agr...eement or any right or obligation under this Agreement to any other person or entity. If the Executive should die while any amounts are still payable to the Executive hereunder, all such amounts shall be paid in accordance with the terms of this Agreement to Executive's devisee, legatee, or other designee or, if there be no such designee, to the Executive's estate.View More
Assignments. This Agreement and all rights under this Agreement shall be binding upon, upon and inure to the benefit of, of and be enforceable by the parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributes, distributees, devisees, legatees, successors and assigns. This Agreement is personal in nature, and neither of the parties to this Agreement shall, Executive shall not, without the prior written consent of the other (which consent will not be un...reasonably withheld), Company, assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. If the Executive should die while any amounts are still payable to the Executive hereunder, all such amounts amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, or other designee or, if there be no such designee, to the Executive's estate. View More
Assignments. This Agreement and all rights under this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributes, devisees, legatees, successors and assigns. This Agreement is personal in nature, and neither of the parties to this Agreement shall, without consent of the other (which consent will not be unreasonably withheld), assign or transfer this Agreement or any ri...ght or obligation under this Agreement to any other person or entity. If the Executive Employee should die while any amounts are still payable to the Executive Employee hereunder, all such amounts shall be paid in accordance with the terms of this Agreement to Executive's Employee's devisee, legatee, or other designee or, if there be no such designee, to the Executive's Employee's estate. View More
Assignments. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive's death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, "successor" means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquire...s all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive's right to compensation or other benefits will be null and void. -7- 15. Notices. All notices, requests, demands and other communications called for under this Agreement shall be in writing and shall be delivered via e-mail, personally by hand or by courier, mailed by United States first-class mail, postage prepaid, or sent by facsimile directed to the Party to be notified at the address or facsimile number indicated for such Party on the signature page to this Agreement, or at such other address or facsimile number as such Party may designate by ten (10) days' advance written notice to the other Parties hereto. All such notices and other communications shall be deemed given upon personal delivery, three (3) days after the date of mailing, or upon confirmation of facsimile transfer or e-mail. Notices sent via e-mail under this Section shall be sent to either the e-mail address in this Agreement, or for e-mails sent by the Company to Executive, to the last e-mail address on file with the Company.View More
Assignments. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive's death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, "successor" means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquire...s all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive's right to compensation or other benefits will be null and void. -7- 15. void, unless otherwise required by law. -5- 12. Notices. All notices, requests, demands and other communications called for under this Agreement shall be in writing and shall be delivered via e-mail, personally by hand or by courier, mailed by United States first-class mail, postage prepaid, or sent by facsimile directed to the Party party to be notified at the address or facsimile number indicated for such Party party on the signature page to this Agreement, or at such other address or facsimile number as such Party party may designate by ten (10) days' advance written notice to the other Parties parties hereto. All such notices and other communications shall be deemed given upon personal delivery, three (3) days after the date of mailing, or upon confirmation of facsimile transfer or e-mail. Notices sent via e-mail under this Section shall be sent to either the e-mail address in this Agreement, or for e-mails sent by the Company to Executive, to the last e-mail address on file with the Company. transfer. View More
Assignments. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive's death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, "successor" means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquire...s all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable or benefits pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. None of the obligations of Executive under this Agreement may be assigned or transferred. Any other attempted assignment, transfer, conveyance or other disposition of Executive's right to compensation or other benefits will be null and void. -7- 15. -11- 8. Notices. All notices, requests, demands and other communications called for under this Agreement shall will be in writing and shall will be delivered via e-mail, personally by hand or by courier, mailed by United States first-class mail, postage prepaid, or sent by facsimile email or by other electronic means directed to the Party party to be notified at the address or facsimile number email address indicated for such Party party on the signature page to this Agreement, or at such other address or facsimile number email address as such Party party may designate by ten (10) 10 days' advance written notice to the other Parties parties hereto. All such notices and other communications shall will be deemed given upon personal delivery, three (3) days after the date of mailing, or upon confirmation of facsimile transfer when sent if given via email or e-mail. Notices sent via e-mail under this Section shall be sent to either the e-mail address in this Agreement, or for e-mails sent by the Company to Executive, to the last e-mail address on file with the Company. other electronic means. View More
Assignments. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive Employee upon Executive's Employee's death and (b) any assignee or successor of the Company. Any such assignee or successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, "successor" means any person, firm, corporation or other business entity which at any time, whether by purchase, merger ...or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive Employee to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive's Employee's right to compensation or other benefits will be null and void. -7- 15. 7 14. Notices. All notices, requests, demands and other communications called for under this Agreement shall be in writing and shall be delivered via e-mail, personally by hand or by courier, mailed by United States first-class mail, postage prepaid, or sent by facsimile directed to the Party to be notified at the address or facsimile number indicated for such Party on the signature page to this Agreement, or at such other address or facsimile number as such Party may designate by ten (10) days' advance written notice to the other Parties hereto. All such notices and other communications shall be deemed given upon personal delivery, three (3) days after the date of mailing, or upon confirmation of facsimile transfer or e-mail. Notices sent via e-mail under this Section shall be sent to either the e-mail address in this Agreement, or for e-mails sent by the Company to Executive, to the last e-mail address on file with the Company. transfer. View More
Assignments. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by the any of the parties without the prior written consent of all Secured Parties, at their sole and absolute discretion.
Assignments. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by the any of the parties without the prior written consent of all the Secured Parties, Party, at their sole and absolute discretion.
Assignments. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by the any of the parties Borrower without the prior written consent of all Secured Parties, Party, at their sole and absolute discretion.
Assignments. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by the any of the parties without the prior written consent of all the Secured Parties, Party, at their sole and absolute discretion.
Assignments. The Company shall have the right to assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any corporation or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer all or substantially all of its assets, if in any such case said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Company hereunder as fully as if it had been originally made a ...party hereto, but may not otherwise assign this Agreement or its rights and obligations hereunder. The Executive may not assign or transfer this Agreement or any rights or obligations hereunder.View More
Assignments. The Company shall have the right to assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any corporation or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer all or substantially all of its assets, if in any such case said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Company hereunder as fully as if it had been originally made a ...party hereto, but may not otherwise assign this Agreement or its rights and obligations hereunder. The Executive may not assign or transfer this Agreement or any rights or obligations hereunder. hereunder (other than by will or the laws of descent and distribution). 14 13. Governing Law. To the extent not preempted by federal law, this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to principles of conflict of laws. View More
Assignments. The Each of the Company and the Affiliates shall have the right to assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any corporation or other entity with or into which the Company or such Affiliate, as the case may be, may hereafter merge or consolidate or to which the Company or such Affiliate may transfer all or substantially all of its assets, if in any such case said corporation or other entity shall by operation of law or expressly in writing assum...e all obligations of the Company or such Affiliate hereunder as fully as if it had been originally made a party hereto, but may not otherwise assign this Agreement or its rights and obligations hereunder. The Executive Employee may not assign or transfer this Agreement or any rights or obligations hereunder. View More
Assignments. This Note binds and is for the benefit of the successors and permitted assigns of the Maker and the Payee. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void; provided, that upon the announcement of a DeSPAC Transaction or occurrence and during the continuation of an Event ...of Default, Payee shall have the right to assign this Note in its discretion without the consent of Maker.View More
Assignments. This Note binds and is for the benefit of the successors and permitted assigns of the Maker and the Payee. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void; provided, that (i) upon the announcement of a DeSPAC Transaction Business Combination or occurrence and during the ...continuation of an Event of Default, Payee shall have the right to assign this Note in its discretion without the consent of Maker. Maker and (ii) Payee shall be permitted to collaterally assign its respective rights under this Note to any lender or lenders providing financing to Payee. View More
Assignments. This Note binds and is for the benefit of the successors and permitted assigns of the Maker and the Payee. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void; void ab initio; provided, that upon the announcement of a DeSPAC Transaction or occurrence and and/or during the co...ntinuation of an Event of Default, Payee shall have the right to assign this Note in its discretion without the consent of Maker upon reasonable written notice thereof to Maker. View More
Assignments. This Note binds and is for the benefit of the successors and permitted assigns of the Maker and the Payee. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void; provided, that (i) upon the announcement of a DeSPAC Transaction Business Combination or occurrence and during the ...continuation of an Event of Default, Payee shall have the right to assign this Note in its discretion without the consent of Maker. Maker and (ii) Payee shall be permitted to collaterally assign its respective rights under this Note to any lender or lenders providing financing to Payee. 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 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. 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
Assignments. Subject to the restrictions on transfer described in Section 8 below, the rights and obligations of the Company and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
Assignments. Subject to the restrictions on transfer described in Section 8 below, the rights and obligations of the Company and the Holder of this Note shall be binding upon upon, and benefit the successors, assigns, heirs, administrators successors and transferees of assigns of, the parties. Company and the Holder.
Assignments. Subject to the restrictions on transfer described in Section 8 below, the rights and obligations of the Company and the Holder of this Note shall be binding upon upon, and benefit the successors, assigns, heirs, administrators successors and transferees of assigns of, the parties. parties hereto.
Assignments. Subject to the restrictions on transfer described in Section 8 6 below, the rights and obligations of the Company and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
Assignments. Purchaser may assign its rights and delegate its duties hereunder. Upon such assignment, Seller shall be deemed to have attorned to such assignee and shall owe the same obligations to such assignee and shall accept performance hereunder by such assignee as if such assignee were Purchaser.
Assignments. Purchaser 35.1 Lender may assign its rights and delegate its duties hereunder. Upon such assignment, Seller Borrower shall be deemed to have attorned agreed to such assignee and shall owe the same obligations to such assignee and shall accept performance hereunder by such assignee as if such assignee were Purchaser. Lender.
Assignments. Purchaser Lender may assign its rights and delegate its duties hereunder. Upon such assignment, Seller Borrower shall be deemed to have attorned to such assignee and shall owe the same obligations to such assignee and shall accept performance hereunder by such assignee as if such assignee were Purchaser. Lender.
Assignments. Purchaser may assign its rights and delegate its duties hereunder. Upon such assignment, Seller shall be deemed to have attorned to such assignee and the assignee, shall owe the same obligations Obligations to such assignee and shall accept performance hereunder by such from the assignee as if such assignee were Purchaser.
