Common use of Binding Effect; Assignability; Benefit Clause in Contracts

Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors, legal representatives and permitted assigns; provided that rights granted to any Holder hereunder may only be assigned in connection with a transfer of Registrable Securities to the assignee in accordance with the following paragraph; and provided further that an Initial Investor Holder’s demand registration rights under clause (y) of the first paragraph of Section 2.01(a) may not be assigned without the Company’s consent. The Company shall not assign this Agreement, in whole or in part. Any purported assignment not in accordance with this Agreement shall be null and void. Each Holder agrees not to transfer any portion of its Registrable Securities unless (i) there is then in effect a registration statement under the Securities Act covering such proposed transfer or (ii) such transfer is made in accordance with Rule 144 under the Securities Act or another available exemption from registration under the Securities Act. In connection with any transfer of Registrable Securities described in clause (ii) of the preceding sentence, the transferring Holder may also assign to the transferee rights and obligations under this Agreement with respect to any Registrable Securities so transferred, and upon the Company’s receipt from the assignee a completed and executed Joinder substantially in the form of Exhibit A hereto, such assignee will be deemed to also be a Holder under this Agreement.

Appears in 3 contracts

Samples: Registration Rights Agreement (Welsh Carson Anderson & Stowe Ix Lp), Registration Rights Agreement (Universal American Financial Corp), Registration Rights Agreement (Perry Corp)

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Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors, legal representatives and permitted assigns; provided that rights granted to any Holder hereunder may only be assigned in connection with a transfer of Registrable Securities to the assignee in accordance with the following paragraph; and provided further that an Initial Investor Holder’s 's demand registration rights under clause (y) of the first paragraph of Section 2.01(a) may not be assigned without the Company’s 's consent. The Company shall not assign this Agreement, in whole or in part. Any purported assignment not in accordance with this Agreement shall be null and void. Each Holder agrees not to transfer any portion of its Registrable Securities unless (i) there is then in effect a registration statement under the Securities Act covering such proposed transfer or (ii) such transfer is made in accordance with Rule 144 under the Securities Act or another available exemption from registration under the Securities Act. In connection with any transfer of Registrable Securities described in clause (ii) of the preceding sentence, the transferring Holder may also assign to the transferee rights and obligations under this Agreement with respect to any Registrable Securities so transferred, and upon the Company’s 's receipt from the assignee a completed and executed Joinder substantially in the form of Exhibit A hereto, such assignee will be deemed to also be a Holder under this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Capital Z Financial Services Fund Ii Lp)

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