Assignees and transferees Sample Clauses

Assignees and transferees. This Guarantee Agreement will be binding for the Guarantor and its permitted assignees and transferees and will operate to the benefit of the State and its permitted assignees and transferees. The Guarantor may not transfer its obligations under this agreement without the prior written consent of the State, on the condition that the State does not withhold approval of a transferee if the proposed transferee possesses consolidated net assets of not less than five (5) times the Maximum Amount. The State may not cede, sell or transfer its rights or shares in this Guarantee Agreement other than to an Affiliate of the State, and in the event of such a concession, sale or transfer occurring, immediate written notification must be sent to the Guarantor. If
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Assignees and transferees. This Guarantee Agreement will be binding for the Guarantor and its permitted assignees and transferees and will operate to the benefit of the State and its permitted assignees and transferees. The Guarantor may not transfer its obligations under this Guarantee Agreement without the prior written consent of the State, on the condition that the State does not withhold approval of a transferee if the proposed transferee possesses consolidated net assets of not less than three (3) times the Maximum Amount. The State may not cede, sell or transfer its rights or shares in this Guarantee Agreement other than to an Affiliate of the State, and in the event of such a concession, sale or transfer occurring, immediate written notification must be sent to the Guarantor. If (i) the State or an Affiliate of the State sells, transfers or cedes part or all of its share in the Contract to a person who is not an Affiliate of the State or (ii) the State sells, transfers or cedes part or all of this Affiliate of the State to a person who is not an Affiliate of the State, then the Maximum Amount under this Guarantee Agreement will be reduced proportionately from the date of this sale, transfer or cession and, in no circumstances, will the Guarantor be liable to any transferee.
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Assignees and transferees. The Collateral Holder shall be entitled to assign or otherwise transfer any and all of its rights and duties under this Agreement to a third party. The Transferor shall not be entitled to make any such transfer.
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Assignees and transferees. The Voting Parties hereby agree, and any transferee or assignee of any Shares that are owned by any Voting Party is hereby on notice that, any transfer or assignment of such securities of the Company is conditioned upon such transferee’s or assignee’s execution and delivery of this Agreement prior to such transfer or assignment for the purpose of becoming a Party to this Agreement. Any transfer or assignment of any of such Shares in violation of this Section 17 shall be void and be of no force or effect.
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Assignees and transferees. This Agreement shall be binding upon and inure ------------------------- to the benefit of the parties and their respective successors and permitted assigns. The parties hereby agree that any transfer or assignment of voting securities of the Company to a Permitted Transferee is conditioned upon such Permitted Transferee's execution and delivery of this Agreement prior to such transfer or assignment for the purpose of becoming a party to this Agreement. The Company hereby agrees that any transfer or assignment of its voting securities is conditioned upon such transferee's or assignee's execution and delivery of this Agreement prior to such transfer or assignment for the purpose of becoming a party to this Agreement.
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Assignees and transferees. Except as otherwise expressly provided in this Agreement, the provisions hereof shall inure to the benefit of, and be binding upon, the assignees and transferees of the parties hereto. The Founder and the Investors hereby agree, and any transferee or assignee of any voting securities of the Company that are owned by the Founder or the Investors is hereby on notice that, any transfer or assignment of such securities of the Company is conditioned upon such transferee's or assignee's execution and delivery of this Agreement prior to such transfer or assignment for the purpose of becoming a party to this Agreement. Any transfer or assignment of any of such voting securities of the Company in violation of this Section 6(b) shall be void and be of no force or effect.
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Assignees and transferees. The Investors and the Founder hereby agree, and any transferee or assignee of any voting securities of the Company that are owned by the Investors or the Founder is hereby on notice that, any transfer or assignment of such securities of the Company is conditioned upon such transferee's or assignee's execution and delivery of this Agreement prior to such transfer or assignment for the purpose of becoming a party to this Agreement. Any transfer or assignment of any of such voting securities of the Company in violation of this Section 12 shall be void and be of no force or effect.
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Related to Assignees and transferees

  • Successors, Assigns and Transferees The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder to any of its Affiliates and such transferee shall, with the consent of the transferring Holder, be treated as a “Holder” for all purposes of this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement in substantially the form attached as Exhibit A hereto, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).

  • Transferees Any permitted transferee to whom rights under this Agreement are transferred shall, as a condition to such transfer, deliver to the Company a written instrument by which such transferee agrees to be bound by the obligations imposed upon the Purchaser under this Agreement to the same extent as if such transferee were a Purchaser hereunder.

  • Permitted Transferees The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Registrable Securities to a Permitted Transferee of that Holder. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.4 will be effective unless the Permitted Transferee to which the assignment is being made, if not a Holder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Permitted Transferee will be bound by, and will be a party to, this Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section 4.4 may not again transfer those rights to any other Permitted Transferee, other than as provided in this Section 4.4.

  • Assignees [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 8.07(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 8.07(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to clauses (i) and (ii) of Section 5.01(h) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

  • Transferees Bound Each Holder agrees that prior to the Company’s initial public offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 1.14.

  • Successors and Assigns; Parties in Interest (a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing.

  • Successors and Assignees The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties, any subsequent owner of all or any portion of the Property and their respective Transferees, successors and assignees.

  • Transfer; Successors and Assigns The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

  • Rights of Unadmitted Assignees A Person who acquires Units but who is not admitted as a substituted Member pursuant to Section 9.8 hereof shall be entitled only to the Membership Economic Interests with respect to such Units in accordance with this Agreement, and shall not be entitled to the Membership Voting Interest with respect to such Units. In addition, such Person shall have no right to any information or accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company, and shall not have any of the rights of a Member under the Act or this Agreement.

  • Transfers to Permitted Transferees Prior to the transfer of Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), the Executive shall deliver to Investors a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Units transferred to such Person will continue to be Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Units in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and Investors shall not record such transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.

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