Common use of Successors and Assignees; Assignment Clause in Contracts

Successors and Assignees; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors, permitted transferees and permitted assignees and this Agreement shall not inure to the benefit of or be enforceable by any other Person. Such successor or assign shall not be entitled to such rights unless the successor or assign, unless already a Shareholder hereunder, shall have executed and delivered to the Company a joinder providing that such Person shall be bound by and shall fully comply with the terms of this Agreement (which shall also be executed by the Company) promptly following the acquisition of such Registrable Securities, in which event such successor or assign shall be deemed a Shareholder for purposes of this Agreement. Neither this Agreement nor any obligation hereunder may be assigned without the prior written consent of the Company and the party proposing such assignment, including by operation of law. Notwithstanding the foregoing, nothing contained in this Section 14 shall have any effect on (a) any other provision of this Agreement that contemplates or requires that any transferee or assignee of the parties hereto be required to be bound by any obligation hereunder and (b) any of the rights of a Shareholder of any of the Registrable Securities as such. Notwithstanding the foregoing, Moelis may only assign its rights under the Moelis Demand Registration in connection with an assignment or other transfer of (i) Registrable Securities to an Affiliate of any Moelis entity, (ii) all of its Registrable Securities or (iii) Registrable Securities representing 5% or more of the then outstanding shares of Common Stock.

Successors and Assignees; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors, permitted transferees and permitted assignees and this Agreement shall not inure to the benefit of or be enforceable by any other Person. Such successor or assign shall not be entitled to such rights unless the successor or assign, unless already a Shareholder hereunder, shall have executed and delivered to the Company a joinder providing that such Person shall be bound by and shall fully comply with the terms of this Agreement (which shall also be executed by the Company) promptly following the acquisition of such Registrable Securities, in which event such successor or assign shall be deemed a Shareholder for purposes of this Agreement. Neither this Agreement nor any obligation hereunder may be assigned without the prior written consent of the Company and the party proposing such assignment, including by operation of law. Notwithstanding the foregoing, nothing contained in this Section 14 shall have any effect on (a) any other provision of this Agreement that contemplates or requires that any transferee or assignee of the parties hereto be required to be bound by any obligation hereunder and (b) any of the rights of a Shareholder of any of the Registrable Securities as such. Notwithstanding the foregoing, Moelis may only assign its rights under the Moelis Demand Registration in connection with an assignment or other transfer of (i) Registrable Securities to an Affiliate of any Moelis entity, (ii) all of its Registrable Securities or (iii) Registrable Securities representing 5% or more of the then outstanding shares of Common Stock.

Successors and Assignees; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors, permitted transferees and permitted assignees and this Agreement shall not inure to the benefit of or be enforceable by any other Person. Such successor or assign shall not be entitled to such rights unless the successor or assign, unless already a Shareholder hereunder, shall have executed and delivered to the Company a joinder providing that such Person shall be bound by and shall fully comply with the terms of this Agreement (which shall also be executed by the Company) promptly following the acquisition of such Registrable Securities, in which event such successor or assign shall be deemed a Shareholder for purposes of this Agreement. Neither this Agreement nor any obligation hereunder may be assigned without the prior written consent of the Company and the party proposing such assignment, including by operation of law, except in connection with a Transfer of Shares by a Member in compliance with this Agreement, the Bye-Laws and Applicable Laws, in which case the provisions of this Agreement which are for such Member’s benefit as a purchaser or holder of Shares shall also be for the benefit of, and enforceable by, the subsequent holder of such Shares; provided, however, that any rights conferred on the Xxxxxx X. Loeb, Kelso, PROL and Pine Brook pursuant to Section 2 hereof shall not be transferable to any other Person, including any transferee of any of its Shares nor enforceable by any subsequent transferee of any of its Shares; provided, further, however, that (i) if such Transfer is to a Permitted Transferee, such rights may be Transferred, subject to the provisions of the Bye-Laws, (ii) each Member may assign its rights pursuant to Section 3 hereof to an Affiliate of such Member and (iii) the Company may assign its right to purchase Shares of PROL pursuant to paragraph 4 of Annex A to any Person. Notwithstanding the foregoing, nothing contained in this Section 14 21 shall have any effect on (aI) any other provision of this Agreement that contemplates or requires that any transferee or assignee of the parties hereto be required to be bound by any obligation hereunder and (bII) any of the rights of a Shareholder holder of any of the Registrable Securities Shares as such. Notwithstanding the foregoing, Moelis may only assign its rights under the Moelis Demand Registration in connection with an assignment or other transfer of (i) Registrable Securities to an Affiliate of any Moelis entity, (ii) all of its Registrable Securities or (iii) Registrable Securities representing 5% or more of the then outstanding shares of Common Stock.