No Assignment; Parties Benefited. None of the Parties may assign its rights, duties or obligations under this Agreement without the express written consent of the other Parties; provided, however, that the Company may assign this Agreement to an affiliated company or the purchaser (by merger, stock purchase or otherwise) of all or substantially all of the Company's business and assets provided such purchaser or affiliated company (1) has a class of securities traded on a national securities exchange or the Nasdaq National Market, (2) is a reporting Company which is current in filing all required reports under the 1934 Act and (3) agrees in writing, a copy of which is delivered to the Shareholder, to assume the Company's obligations hereunder; and provided, further, that the rights and obligations of the Shareholder under Section 3 may be transferred from the Shareholder to the purchaser of at least 20% of all Registrable Securities outstanding on the date of this Agreement, provided (1) such transfer complies in all respects with the terms of the Governance Agreement, (2) such purchaser agrees in writing to be bound by the terms and conditions hereof, and (3) the Shareholder provides at least five (5) business days' advance written notice to the Company of such assignment, including the identity of the purchaser. Any attempted assignment outside the foregoing provisos without the written consent of the non-assigning party shall be null and void. Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations or liabilities. [SIGNATURES BEGIN ON NEXT PAGE] The Parties have executed this Registration Rights Agreement as of the date first above written. "Company" Phoenix International Ltd., Inc. By: /s/ Raju M. Shivdasini ------------------------------ Name: Raju M. Shivdasini ----------------------- Title: President & CEO ----------------------- "Shareholder" London Bridge Software Holdings plc. By: /s/ Xxxxxx Xxxxxxxx ------------------------------ Name: Xxxxxx Xxxxxxxx ----------------------- Title: Chairman -----------------------
Appears in 1 contract
Samples: Registration Rights Agreement (London Bridge Software Holdings PLC)
No Assignment; Parties Benefited. None of the Parties Except as provided below, no Party -------------------------------- may assign its rights, duties or obligations under this Agreement without the express written consent of the other Parties; provided, however, that the Company may assign this Agreement to an affiliated company or the purchaser (by merger, stock purchase or otherwise) of all or substantially all of the Company's business and assets provided such purchaser or affiliated company (1) has a class of securities traded on a national securities exchange or the Nasdaq National Market, (2) is a reporting Company which is current in filing all required reports under the 1934 Act and (3) agrees in writing, a copy of which is delivered to the Shareholder, to assume the Company's obligations hereunder; and provided, further, that the rights and obligations of the Shareholder under Section 3 may be transferred from the Shareholder to the purchaser of at least 20% of all Registrable Securities outstanding on the date of this Agreement, provided (1) such transfer complies in all respects with the terms of the Governance Agreement, (2) such purchaser agrees in writing to be bound by the terms and conditions hereof, and (3) the Shareholder provides at least five (5) business days' advance written notice to the Company of such assignment, including the identity of the purchaser. Any attempted assignment outside the foregoing provisos without the such written consent of the non-assigning party shall be null and void. Notwithstanding the foregoing, any ------------- transfer of Registrable Securities of a Holder to an Affiliate shall result in such transferee becoming a Holder for purposes of this Agreement; provided, that promptly upon the Company's request such transferee shall execute a written agreement provided by the Company to adopt and agree to be bound by this Agreement; otherwise such transferee shall be deemed to have waived any registration rights hereunder and such securities shall no longer be deemed to be Registrable Securities. Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations or liabilities. [SIGNATURES BEGIN ON NEXT PAGE] The Parties have executed this Registration Rights Agreement as of the date first above written. "Company" Phoenix International Ltd.NETZEE, Inc. By: /s/ Raju M. Shivdasini ------------------------------ Name: Raju M. Shivdasini ----------------------- Title: President & CEO ----------------------- "Shareholder" London Bridge Software Holdings plcINC. By: /s/ Xxxxxx Xxxxxxxx ------------------------------ Xxxxx X. Xxxxx ------------------------------- Name: Xxxxxx Xxxxxxxx ----------------------- Xxxxx X. Xxxxx ------------------------------ Title: Chairman -----------------------Chief Executive Officer ----------------------------- SHAREHOLDER The Bankers Bank By: /s/ Xxxxx Xxxxxxx -------------------------------- Name: Xxxxx Xxxxxxx ------------------------------ Title: SVP/CFO ----------------------------- TIB The Independent BankersBank By: /s/ Xxxxx X. Xxxxx -------------------------------- Name: Xxxxx X. Xxxxx ------------------------------ Title: President and CEO -----------------------------
Appears in 1 contract
No Assignment; Parties Benefited. None of the Parties may assign its -------------------------------- rights, duties or obligations under this Agreement without the express written consent of the other Parties; provided, however, that the Company may assign this Agreement to an affiliated company or the purchaser (by merger, stock purchase or otherwise) of all or substantially all of the Company's business and assets provided such purchaser or affiliated company (1) has a class of securities traded on a national securities exchange or the Nasdaq National Market, (2) is a reporting Company which is current in filing all required reports under the 1934 Act and (3) agrees in writing, a copy of which is delivered to the Shareholder, to assume the Company's obligations hereunder; and provided, further, that the rights and obligations of the Shareholder under Section 3 may be transferred from the Shareholder to the purchaser of at least 20% of all Registrable Securities outstanding on the date of this Agreement, provided (1) such transfer complies in all respects with the terms of the Governance Agreement, (2) such purchaser agrees in writing to be bound by the terms and conditions hereof, and (3) the Shareholder provides at least five (5) business days' advance written notice to the Company of such assignment, including the identity of the purchaser. Any attempted assignment outside the foregoing provisos without the such written consent of the non-assigning party shall be null and void. Nothing in this Agreement, express or implied, ------------- is intended to confer upon any third party any rights, remedies, obligations or liabilities. [SIGNATURES BEGIN ON NEXT PAGE] The Parties have executed this Registration Rights Agreement as of the date first above written. "Company" Phoenix International Ltd.DIRECT ACCESS INTERACTIVE, Inc. By: /s/ Raju M. Shivdasini ------------------------------ Name: Raju M. Shivdasini ----------------------- Title: President & CEO ----------------------- "Shareholder" London Bridge Software Holdings plcINC. By: /s/ Xxxxxx Xxxxxxxx ------------------------------ Xxxxx X. Xxxxxxx --------------------------- Name: Xxxxxx Xxxxxxxx ----------------------- Xxxxx X. Xxxxxxx Title: Chairman -----------------------President SHAREHOLDERS /s/ Xxxxx X. Xxxxxxxxx -------------------------------- Xxxxx X. Xxxxxxxxx /s/ Xxxxxx X. Xxxx, III -------------------------------- Xxxxxx X. Xxxx, III /s/ Xxxxxxx X. Xxxxxx -------------------------------- Xxxxxxx X. Xxxxxx Registration Rights Agreement Page 11 of 13 EXHIBIT "A" ----------- All property of Debtor now or hereafter in the possession, custody, or control of Secured Party, and all monies, collection items, deposits, savings accounts, certificates, and other amounts now or hereafter due, owing or issued by or from Secured Party to Debtor, whether matured or not (the "Miscellaneous ------------- Property"). -------- All accounts, accounts receivable, contract rights, general intangibles, notes, documents, chattel paper, instruments, acceptances, drafts, whether or not the same is subject to, or defined by, Article 9 of the Uniform Commercial Code or whether or not the same constitutes by reason of one or more of the foregoing clauses, a right to the payment of money or other form of consideration of any kind at any time existing now or hereafter owing or to be owing to Debtor, whether or not the same are listed on any scheduled assignments or reports furnished to Secured Party from time to time, whether now existing or created or acquired at any time hereafter; any and all liens securing the foregoing, any and all guaranties and securities securing the foregoing and all proceeds thereof (the "Receivables"). ----------- All inventory of Debtor, whether now owned or hereafter acquired, including, without limitation, all goods held by Debtor for sale or lease or to be furnished under contracts of service or so furnished, and all raw materials, work in process, supplies and finished goods, and all materials used or consumed in Debtor's business (the "Inventory"). --------- All equipment, machinery, furniture, leasehold improvements and fixtures of Debtor, whether now owned or hereafter acquired, including, without limitation, all replacements thereof and all accessions, parts and equipment now or hereafter affixed thereto or used in connection therewith (the "Equipment"). --------- All presently existing and hereafter issued, filed, acquired or licensed patents and patent applications, including, without limitation, divisional, continuations and continuations-in-part, copyrights, trade names, trademarks and service marks, as well as all registrations and applications for registration thereof, all income, royalties, damages and payments now or hereafter due or payable under and with respect to any of the foregoing, including without limitation damages and payments for past or future infringements thereof, the right to xxx and recover for past, present and future infringements of any of the foregoing, all rights throughout the world corresponding to any of the foregoing, whether existing or granted under the laws of the United States or any other domestic or foreign jurisdiction (all of the foregoing hereinafter collectively called "Intellectual Property"). --------------------- All proceeds of any of the foregoing, including, but not limited to, accounts, contract rights, chattel paper, notes, drafts, instruments, general intangibles, inventory, equipment, fixtures, money deposit accounts, goods, the proceeds of insurance or other tangible or intangible property, resulting from the sale or other disposition of any of the foregoing or the rendition of services by Debtor, and the proceeds thereof (the "Proceeds"). --------
Appears in 1 contract
No Assignment; Parties Benefited. None of the Parties may assign its rights, duties or obligations under this Agreement without the express written consent of the other Parties; provided, however, that the Company may assign this Agreement to an affiliated company or the purchaser (by merger, stock purchase or otherwise) of all or substantially all of the Company's business and assets provided such purchaser or affiliated company (1) has a class of securities traded on a national securities exchange or the Nasdaq National Market, (2) is a reporting Company which is current in filing all required reports under the 1934 Act and (3) agrees in writing, a copy of which is delivered to the Shareholder, to assume the Company's obligations hereunder; and provided, further, that the rights and obligations of the Shareholder under Section 3 may be transferred from the Shareholder to the purchaser of at least 20% of all Registrable Securities outstanding on the date of this Agreement, provided (1) such transfer complies in all respects with the terms of the Governance Agreement, (2) such purchaser agrees in writing to be bound by the terms and conditions hereof, and (3) the Shareholder provides at least five (5) business days' advance written notice to the Company of such assignment, including the identity of the purchaser. Any attempted assignment outside the foregoing provisos without the written consent of the non-assigning party shall be null and void. Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations or liabilities. [SIGNATURES BEGIN ON NEXT PAGESignatures begin on next page] The Parties have executed this Registration Rights Agreement as of the date first above written. "Company" Phoenix International Ltd., Inc. By: /s/ Raju M. Shivdasini ------------------------------ X. Xxxxxxxxxx --------------------------------- Name: Raju M. Shivdasini ----------------------- X. Xxxxxxxxxx --------------------------- Title: President & CEO ----------------------- and COO -------------------------- "Shareholder" London Bridge Software Holdings plc. By: /s/ Xxxxxx Gordxx Xxxxxxxx ------------------------------ --------------------------------- Name: Xxxxxx Gordxx Xxxxxxxx ----------------------- ---------------------------- Title: Chairman --------------------------------------------------
Appears in 1 contract
Samples: Registration Rights Agreement (Phoenix International LTD Inc)
No Assignment; Parties Benefited. None of the Parties may assign its rights, duties or obligations under this Agreement without the express written consent of the other Parties; provided, however, that the Company may assign this Agreement to an affiliated company or the purchaser (by merger, stock purchase or otherwise) of all or substantially all of the Company's business and assets provided such purchaser or affiliated company (1) has a class of securities traded on a national securities exchange or the Nasdaq National Market, (2) is a reporting Company which is current in filing all required reports under the 1934 Act and (3) agrees in writing, a copy of which is delivered to the ShareholderHolders at least five (5) business days' prior to such assignment, to assume the Company's obligations hereunder; and provided, further, that the rights and obligations of the Shareholder original Holders under Section 3 may be transferred from the Shareholder such original Holders to the purchaser of at least 20% of all Registrable Securities outstanding on the date of this Agreement, provided such purchaser (1) such transfer complies is not engaged in all respects a business which is competitive with the terms of the Governance AgreementCompany's business in any material respect, (2) such purchaser agrees in writing to be bound by the terms and conditions hereof, hereof and (3) the Shareholder provides Holders provide at least five (5) business days' advance written notice to the Company of such assignment, including the identity of the purchaser. Any attempted assignment outside the foregoing provisos without the written consent of the non-assigning party shall be null and void. Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations or liabilities. [SIGNATURES BEGIN ON NEXT PAGESignatures begin on next page] The Parties have executed this Registration Rights Agreement as of the date first above written. "Company" Phoenix International Ltd.Netzee, Inc. /s/ Glenx X. Xxxxx ----------------------------------- By: Glenx X. Xxxxx ------------------------------- Title: Chief Executive Officer ---------------------------- "Seller" DPSC Software, Inc. /s/ Brucx Xxxx ----------------------------------- By: Brucx Xxxx Title: President "Shareholders" Gall Family Trust By: /s/ Raju M. Shivdasini ------------------------------ Name: Raju M. Shivdasini ----------------------- Title: President & CEO ----------------------- "Shareholder" London Bridge Software Holdings plc. Normx Xxxx, Xxustee ------------------------------- Normx Xxxx, Xxustee By: /s/ Brucx Xxxx, Xxustee ------------------------------- Brucx Xxxx, Xxustee /s/ Brucx Xxxx ----------------------------------- Brucx Xxxx /s/ Krisxxx Xxxx ----------------------------------- Krisxxx X. Xxxx /s/ Jamex X. Xxxxx ----------------------------------- Jamex X. Xxxxx /s/ Kennxxx Xxxxxxx ----------------------------------- Kennxxx Xxxxxxx /s/ Davix X. Xxxxxx ----------------------------------- Davix X. Xxxxxx /s/ Charxxx Xxxxxxxx ------------------------------ Name: Xxxxxx ----------------------------------- Charxxx Xxxxxxxx ----------------------- Title: Chairman -----------------------/s/ Philxxx Xxxxxxx ----------------------------------- Philxxx Xxxxxxx
Appears in 1 contract
