Common use of AGREEMENT BINDING UPON TRANSFEREES Clause in Contracts

AGREEMENT BINDING UPON TRANSFEREES. In the event that any Shares are transferred to any Person, at any time or from time to time, by operation of law or pursuant to the provisions of Paragraphs 3 or 4 hereof, the transferee(s) shall agree in writing (for and on behalf of himself or itself, his or its personal or legal representatives, transferees, successors and assigns) to be bound by all provisions of this Agreement as a party hereto. Prior to any such transfer, the transferee shall provide the Corporation with the transferee's written agreement so to be bound. In the absence of any such written agreement no such transfer shall be effective for any purpose, but the failure to obtain such written agreement shall in no way diminish the applicability of the provisions hereof. Without limiting the generality of the preceding provisions of this Paragraph 5, in the event that any Shares are transferred to any full time employee of the Corporation or any Subsidiary pursuant to the provisions of Paragraph 4, such full time employee shall agree in writing to be bound by all provisions of this Agreement, including without limitation the provisions of Paragraph 12, and such employee shall be deemed thereafter to be the Executive in respect of the Shares transferred to such employee as if initially named in this Agreement and shall be subject as such to the provisions of this Agreement, PROVIDED THAT the price at which the Corporation may purchase the Shares from such employee pursuant to Paragraph 11 shall be the price at which the Shares were sold to such employee pursuant to Paragraph 4. Prior to any such transfer, the transferee shall provide the Corporation with the transferee's written agreement so to be bound. In the absence of any such written agreement no such transfer shall be effective for any purpose, but the failure to obtain such written agreement shall in no way diminish the applicability of the provisions hereof.

Appears in 5 contracts

Samples: Purchase and Stockholder Agreement (Omniquip International Inc), Purchase and Stockholder Agreement (Omniquip International Inc), Purchase and Stockholder Agreement (Omniquip International Inc)

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