Common use of Merger; Binding Effect, Etc Clause in Contracts

Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 38 contracts

Samples: Registration Rights Agreement (Excelerate Energy, Inc.), Registration Rights Agreement (Excelerate Energy, Inc.), Registration Rights Agreement (Olaplex Holdings, Inc.)

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Merger; Binding Effect, Etc. This Agreement (along with the Exchange Agreement) constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 11 contracts

Samples: Registration Rights Agreement (MediaAlpha, Inc.), Registration Rights Agreement (MediaAlpha, Inc.), Registration Rights Agreement (StepStone Group Inc.)

Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or neither the Investors nor any other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 8 contracts

Samples: Registration Rights Agreement (Venus Concept Inc.), Registration Rights Agreement (Venus Concept Inc.), Registration Rights Agreement (Venus Concept Inc.)

Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be is binding upon and will inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or any other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall will be null and void.

Appears in 8 contracts

Samples: Registration Rights Agreement (Vivaldi Capital Management, LLC), Registration Rights Agreement (Angel Oak Mortgage, Inc.), Registration Rights Agreement (Angel Oak Mortgage, Inc.)

Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 5 contracts

Samples: Registration Rights Agreement (Gannett Co., Inc.), Registration Rights Agreement (Gannett Co., Inc.), Registration Rights Agreement (J.Jill, Inc.)

Merger; Binding Effect, Etc. This Agreement, together with the Stockholders Agreement constitutes and LLC Agreement, constitute the entire agreement of the parties with respect to its their subject matter, supersedes supersede all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder Stockholder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 4 contracts

Samples: Registration Rights Agreement (Surgery Partners, Inc.), Registration Rights Agreement (Habit Restaurants, Inc.), Registration Rights Agreement (Habit Restaurants, Inc.)

Merger; Binding Effect, Etc. This Agreement constitutes and the Stockholders Agreement, collectively, constitute the entire agreement of the parties with respect to its their subject matter, supersedes supersede all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, matter and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder Stockholder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 4 contracts

Samples: Registration Rights Agreement (Bloomin' Brands, Inc.), Registration Rights Agreement (Bloomin' Brands, Inc.), Registration Rights Agreement (Bloomin' Brands, Inc.)

Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 4 contracts

Samples: Stockholders Agreement (Fortegra Group, LLC), Registration Rights Agreement (Petco Health & Wellness Company, Inc.), Registration Rights Agreement (PET Acquisition LLC)

Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder Principal Shareholder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 3 contracts

Samples: Nomination Rights Agreement (Lion Electric Co), Business Combination Agreement and Plan of Reorganization (Lion Electric Co), Business Combination Agreement and Plan of Reorganization (Northern Genesis Acquisition Corp.)

Merger; Binding Effect, Etc. This Agreement Agreement, together with the Amended Charter and Amended Bylaws, constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder Investor or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 3 contracts

Samples: And Securityholders’ Agreement (Enfield Holdings Advisors, Inc.), And (Enfield Holdings Advisors, Inc.), Coordination and Securityholders' Agreement (Goldman Sachs Group Inc)

Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or neither Purchaser nor any other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 3 contracts

Samples: Registration Rights Agreement (AxoGen, Inc.), Registration Rights Agreement by And (AxoGen, Inc.), Securities Purchase Agreement (AxoGen, Inc.)

Merger; Binding Effect, Etc. This Agreement (along with the Stockholders Agreement, the Stock Transfer Restriction Agreement and the Coordination Agreement) constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 2 contracts

Samples: Registration Rights Agreement (LifeStance Health Group, Inc.), Registration Rights Agreement (LifeStance Health Group, Inc.)

Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its their subject matter, supersedes supersede all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder Stockholder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 2 contracts

Samples: Registration Rights Agreement (Michaels Companies, Inc.), Registration Rights Agreement (Michaels Companies, Inc.)

Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties heretoPubCo, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 2 contracts

Samples: Business Combination Agreement (NORTHERN REVIVAL ACQUISITION Corp), Business Combination Agreement (StoneBridge Acquisition Corp.)

Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its their subject matter, supersedes supersede all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, matter and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder Shareholder or other party Party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 2 contracts

Samples: Registration Rights Agreement (Oxford Immunotec Global PLC), Registration Rights Agreement (Oxford Immunotec Global PLC)

Merger; Binding Effect, Etc. This Agreement Agreement, together with the other Transaction Documents and the Investor Rights Agreement, constitutes the entire agreement of the parties with respect to its their subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 2 contracts

Samples: Registration Rights Agreement (Skyline Champion Corp), Exchange Agreement (Skyline Corp)

Merger; Binding Effect, Etc. This Agreement (along with the Stockholders Agreement) constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 2 contracts

Samples: Registration Rights Agreement (Convey Holding Parent, Inc.), Registration Rights Agreement (Convey Holding Parent, Inc.)

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Merger; Binding Effect, Etc. This Agreement (together with the Stockholders’ Agreement) constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be is binding upon and will inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or any other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall will be null and void.

Appears in 2 contracts

Samples: Registration Rights Agreement (TPG RE Finance Trust, Inc.), Registration Rights Agreement (TPG RE Finance Trust, Inc.)

Merger; Binding Effect, Etc. This Agreement constitutes Agreement, together with the Stockholders Agreement, constitute the entire agreement of the parties with respect to its their subject matter, supersedes supersede all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall will be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder Stockholder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall will be null and void.

Appears in 2 contracts

Samples: Registration and Participation Rights Agreement (Gymboree Corp), Form of Registration and Participation Rights Agreement (Gym-Card, LLC)

Merger; Binding Effect, Etc. This Agreement constitutes Agreement, together with the Stockholders Agreement, constitute the entire agreement of the parties with respect to its their subject matter, supersedes supersede all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder Stockholder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 2 contracts

Samples: Registration Rights Agreement (Bright Horizons Family Solutions Inc.), Registration Rights Agreement (Michaels Stores Inc)

Merger; Binding Effect, Etc. This Agreement, together with the Stockholders Agreement constitutes and Exchange Agreement, constitute the entire agreement of the parties with respect to its their subject matter, supersedes supersede all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder Stockholder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 2 contracts

Samples: Registration Rights Agreement (Norcraft Companies, Inc.), Registration Rights Agreement (Norcraft Companies, Inc.)

Merger; Binding Effect, Etc. This Agreement (along with the Stockholders Agreement, the LLC Agreement and the Coordination Agreement) constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 2 contracts

Samples: Registration Rights Agreement (McAfee Corp.), Registration Rights Agreement (McAfee Corp.)

Merger; Binding Effect, Etc. This Agreement (along with the Operating Agreement) constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 2 contracts

Samples: Registration Rights Agreement (SciPlay Corp), Registration Rights Agreement (SciPlay Corp)

Merger; Binding Effect, Etc. This Agreement (along with the terms of the Company Agreement) constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representativesRepresentatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 2 contracts

Samples: Registration Rights Agreement (Viant Technology Inc.), Registration Rights Agreement (Viant Technology Inc.)

Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties heretoCompany, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 2 contracts

Samples: Registration Rights Agreement (SRIVARU Holding LTD), Registration Rights Agreement (Mobiv Acquisition Corp)

Merger; Binding Effect, Etc. This Agreement constitutes Agreement, together with the certificate of designations for the Preferred Stock, constitute the entire agreement of the parties with respect to its their subject matter, supersedes supersede all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder Stockholder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 2 contracts

Samples: Registration Rights Agreement (Surgery Partners, Inc.), Registration Rights Agreement (Surgery Partners, Inc.)

Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements agreements, including the Prior Agreement, or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Appears in 1 contract

Samples: Business Combination Agreement (L&F Acquisition Corp.)

Merger; Binding Effect, Etc. This Agreement (together with the Investment Agreement) constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be is binding upon and will inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or any other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall will be null and void.

Appears in 1 contract

Samples: Registration Rights Agreement (TPG RE Finance Trust, Inc.)

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