Common use of Binding Effect and Assignment Clause in Contracts

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth herein.

Appears in 5 contracts

Samples: Merger Agreement (Ness Technologies Inc), Merger Agreement (Sapiens International Corp N V), Parent Voting Agreement (Mayan Networks Corp/Ca)

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Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, buthowever, except as otherwise specifically provided herein, neither that Buyer shall not assign this Agreement nor or any of the rights, interests its rights hereunder to any other person or obligations of the parties hereto may be assigned by either of the parties entity without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth hereinStockholder.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Ign Entertainment Inc), Voting Agreement (Ign Entertainment Inc), Voting Agreement (Great Hill Partners LLC)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely Shareholder as a securityholder shareholder of Parent Seller only with respect to the specific matters set forth herein.

Appears in 4 contracts

Samples: Voting Agreement (Panda Project Inc), Voting Agreement (Panda Project Inc), Voting Agreement (Panda Project Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto Shareholder may be assigned by either of the parties Shareholder without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth hereinXxxxx.

Appears in 4 contracts

Samples: Shareholder's Agreement (Metro Information Services Inc), Shareholder's Agreement (Keane Inc), Shareholder's Agreement (Metro Information Services Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder Stockholder of Parent Company only with respect to the specific matters set forth herein.

Appears in 3 contracts

Samples: Stockholder Voting Agreement (Bea Systems Inc), Form of Stockholder Voting Agreement (Plumtree Software Inc), Form of Stockholder Agreement (Geotel Communications Corp)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of a Stockholder, on the parties one hand, and Parent, on the other hand, without the prior written consent of the other. This Without the consent of any of the Stockholders, Parent may assign this Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to permitted assignee under the specific matters set forth hereinMerger Agreement.

Appears in 3 contracts

Samples: Stockholder Voting Agreement (Genzyme Corp), Stockholder Voting Agreement (Antigenics Inc /De/), Stockholders Voting Agreement (Genzyme Corp)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Seller nor the Shareholders, buton the one hand, except as otherwise specifically provided hereinnor Buyer, neither on the other, may assign any obligation under this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without except with the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth hereinother party hereto.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Wire One Technologies Inc), Asset Purchase Agreement (Wire One Technologies Inc), Asset Purchase Agreement (Wire One Technologies Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assignsby operation of law, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto Stockholder hereunder may be assigned by either of the parties to any other person without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth hereinCompany.

Appears in 3 contracts

Samples: Form of Parent Voting Agreement (Visual Sciences, Inc.), Form of Parent Voting Agreement (Omniture, Inc.), Form of Parent Voting Agreement (Visual Sciences, Inc.)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent Company only with respect to the specific matters set forth herein.

Appears in 3 contracts

Samples: Merger Agreement (Sapiens International Corp N V), Merger Agreement (Ness Technologies Inc), Company Voting Agreement (Sapiens International Corp N V)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto Stockholder may be assigned by either of the parties Stockholder without the prior written consent of the otherParent. This Agreement is intended shall inure to bind each Stockholder solely as a securityholder the benefit of Parent only with respect to the specific matters set forth hereinand its successors and assigns.

Appears in 2 contracts

Samples: Non Compete and Non Solicitation Agreement (Nuance Communications, Inc.), Non Compete and Non Solicitation Agreement (Transcend Services Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, but neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other. This The Stockholder may assign this Agreement is intended in connection with a Transfer of Shares as permitted hereunder (provided that the transferee agrees in writing to bind each Stockholder solely as a securityholder be bound by the terms of Parent only this Agreement in accordance with respect to the specific matters set forth hereinSection 2(a)).

Appears in 2 contracts

Samples: Tender and Voting Agreement (Cognos Inc), Tender and Voting Agreement (Cognos Inc)

Binding Effect and Assignment. This Agreement and all of the ----------------------------- provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either any of the parties without the prior written consent of the otherothers. This Agreement is intended to bind each Stockholder solely as a securityholder Stockholder of Parent only with respect to the specific matters set forth herein.

Appears in 2 contracts

Samples: Shareholder Agreement (Digital Island Inc), Form of Voting Agreement (Sandpiper Networks Inc)

Binding Effect and Assignment. This Agreement and all of the ----------------------------- provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent Company only with respect to the specific matters set forth herein.

Appears in 2 contracts

Samples: Stockholder Agreement (Multex Com Inc), Stockholder Agreement (E Trade Group Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assignsby operation of law, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto Stockholder hereunder may be assigned by either of the parties to any other person without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth hereinParent.

Appears in 2 contracts

Samples: Company Voting Agreement (Visual Sciences, Inc.), Company Voting Agreement (Omniture, Inc.)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto Shareholder may be assigned by either of the parties Shareholder without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth hereinPurchaser.

Appears in 2 contracts

Samples: Form of Voting Agreement (S&t Bancorp Inc), Agreement and Plan of Merger (Ibt Bancorp Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other. This Agreement is intended to bind each Stockholder Shareholder solely as a securityholder of Parent Seller only with respect to the specific matters set forth herein.

Appears in 1 contract

Samples: Escrow Agreement (Driversshield Com Corp)

Binding Effect and Assignment. This Agreement and all of the ----------------------------- provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth herein.

Appears in 1 contract

Samples: Voting Agreement (Aspect Development Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely Shareholder as a securityholder shareholder of Parent the Company only with respect to the specific matters set forth herein.

Appears in 1 contract

Samples: Investor Agreement (Sybase Inc)

Binding Effect and Assignment. This Agreement and all of ----------------------------- the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either any of the parties without the prior written consent of the otherothers. This Agreement is intended to bind each Stockholder solely Shareholder as a securityholder Shareholder of Parent Company only with respect to the specific matters set forth herein.

Appears in 1 contract

Samples: Form of Shareholder Agreement (Sandpiper Networks Inc)

Binding Effect and Assignment. This Agreement and all of the ----------------------------- provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either any of the parties without the prior written consent of the otherother party hereto. This Agreement is intended to bind each Stockholder solely Shareholder as a securityholder Shareholder of Parent Company only with respect to the specific matters set forth herein.

Appears in 1 contract

Samples: Shareholder Agreement (Digital Island Inc)

Binding Effect and Assignment. This Agreement and all of ----------------------------- the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder Stockholder of Parent Company only with respect to the specific matters set forth herein.

Appears in 1 contract

Samples: Stockholder Voting Agreement (Gasonics International Corp)

Binding Effect and Assignment. This Shareholder Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Shareholder Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other. This Shareholder Agreement is intended to bind each Stockholder solely Shareholder as a securityholder shareholder of Parent Target only with respect to the specific matters set forth herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Uproar Inc)

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Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other. This Agreement is intended and all of the provisions hereof shall also be binding upon any Person to bind each Stockholder solely as a securityholder of Parent only with respect to whom the specific matters set forth hereinShareholder Transfers the Subject Shares (including by bequest).

Appears in 1 contract

Samples: Voting Agreement (CBS Radio Inc.)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of and be binding upon the parties hereto and hereto, their respective successors and permitted directors, officers, assigns, butagents, except as otherwise specifically provided hereinemployees, neither and successors-in-interest. The Purchaser shall not have the right to assign this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth hereinBroker.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Rand Logistics, Inc.)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations assigns of the parties hereto hereto; provided, however, that no assignment of any rights or delegation of any obligations provided for herein may be assigned made by either of Omniflora, van Beek or the parties Stockholder without the prior express written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth hereinPurchaser.

Appears in 1 contract

Samples: Stock Purchase Agreement (World Commerce Online Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of and shall be binding upon the parties hereto successors, assigns and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations representatives of the parties hereto may hereto. This Agreement shall not be assignable by Buyer except to an affiliate Buyer which assumes Buyer’s rights and obligations hereunder. This Agreement shall not be assigned by either of the parties Seller without the Buyer’s prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth hereinconsent.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Corning Natural Gas Holding Corp)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding with respect to the specific matters set forth herein and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto Stockholder may be assigned by either of the parties Stockholder without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth hereinothers.

Appears in 1 contract

Samples: Agreement (Amwest Insurance Group Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, but neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either the Company or any Shareholder (whether by operation of the parties law or otherwise) without the prior written consent of either such Shareholder or the other. This Agreement is intended to bind each Stockholder solely Company, as a securityholder of Parent only with respect to the specific matters set forth hereinapplicable.

Appears in 1 contract

Samples: Voting and Election Agreement (Advanced Emissions Solutions, Inc.)

Binding Effect and Assignment. This Agreement and all of the ----------------------------- provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either any of the parties without the prior written consent of the otherothers. This Agreement is intended to bind each Stockholder solely Shareholder as a securityholder Shareholder of Parent Company only with respect to the specific matters set forth herein.

Appears in 1 contract

Samples: Shareholder Agreement (Digital Island Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto Shareholder may be he assigned by either of the parties Shareholder without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth hereinParent.

Appears in 1 contract

Samples: Voting Agreement (Carrollton Bancorp)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assignsassigns and, butin the case of a Shareholder, his or her personal representatives or estates; provided, however, that, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto a Shareholder may be assigned by either of the parties such Shareholder without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth hereinParent.

Appears in 1 contract

Samples: Shareholder Agreement (Fidelity National Financial Inc /De/)

Binding Effect and Assignment. This Agreement and all of the ----------------------------- provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder stockholder of Parent the Company only with respect to the specific matters set forth herein.

Appears in 1 contract

Samples: Affiliates Agreement (Qualix Group Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto Stockholder may be assigned by either of the parties to any other person without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth hereinCompany.

Appears in 1 contract

Samples: Form of Parent Voting Agreement (Juniper Networks Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may ay be assigned by either of the parties without the prior written consent of the other. This Agreement is intended to bind each the Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth herein.

Appears in 1 contract

Samples: Voting Agreement (Movie Star Inc /Ny/)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto Stockholder may be assigned by either the Stockholder (other than to any affiliate of the parties Stockholder or any affiliate of a parent company of the Stockholder, provided that such affiliate specifically agrees in writing to be bound by the terms of this Agreement) without the prior written consent of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth hereinParent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nasdaq Stock Market Inc)

Binding Effect and Assignment. This Agreement is binding and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and hereto, their respective personal representatives, successors and permitted assigns; provided, buthowever, except as otherwise specifically provided herein, neither that this Agreement nor any of the rights, interests or obligations of the parties hereto may not be assigned by either of the parties Buyer without the Seller's prior written consent consent, and no such assignment shall relieve the Buyer of the other. This Agreement is intended to bind each Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth hereinits obligations hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ifs International Inc)

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