Transferees to Execute Agreement Sample Clauses

Transferees to Execute Agreement. (a) Each Stockholder agrees that it will not, directly or indirectly, make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares beneficially owned by such Stockholder, unless prior to the consummation of any such Sale or the creation, incurrence or assumption of any such Encumbrance, the Person to whom such Sale is proposed to be made or the Person in whose favor such Encumbrance is proposed to be created, incurred or assumed (a "PROSPECTIVE TRANSFEREE") (i) executes and delivers to Getty Images and each Stockholder an agreement, in form and substance reasonably satisfactory to Getty Images, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such Sale or Encumbrance, it shall be deemed to be a "Stockholder" for purposes of this Agreement and agrees to be bound by all the terms of this Agreement, and (ii) unless such Prospective Transferee is an institutional investor, delivers to Getty Images an opinion of counsel, satisfactory in form and substance to Getty Images, to the effect that such Sale or Encumbrance is being conducted in compliance with applicable securities laws and that the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor's rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the preceding sentence, such Prospective Transferee shall be deemed a "Stockholder" for purposes of this Agreement and shall have the rights and be subject to the obligations of a Stockholder under this Agreement, in each case with respect to the Shares that were transferred to it by a Stockholder hereunder or in respect of which such Encumbrance shall have been created, incurred or assumed.
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Transferees to Execute Agreement. Each Original Shareholder agrees that it will not directly or indirectly make any transfer of any Shares held by such Original Shareholder, unless, prior to the consummation of any such transfer, the Prospective Transferee (i) executes and delivers to the Company an agreement, in form and substance satisfactory to the Company, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such transfer, it shall be deemed to be an “Original Shareholder” for the purposes of this Agreement and agrees to be bound by all the terms of this Agreement and (ii) unless the Company otherwise agrees in writing, delivers to the Company an opinion of counsel, satisfactory in form and substance to the Company, to the effect that the agreement referred to above that is delivered by such Prospective Transferee is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of the agreement referred to in clause (i) of the next preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the next preceding sentence, such Prospective Transferee shall be deemed an “Original Shareholder” for the purposes of this Agreement, and shall have the rights and be subject to the obligations of an Original Shareholder hereunder with respect to the Shares transferred to such Prospective Transferee. Notwithstanding the foregoing, the provisions of this Section 2(f) shall not apply to transfers of Shares made pursuant to Section 2(c)(ii) or (iii) hereof.
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Transferees to Execute Agreement. Each Shareholder agrees that to the extent he, she or it intends to make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares beneficially owned by such Shareholder (other than any Encumbrance in connection with a transaction pursuant to Sections 4.02 and 4.03), no such Sale may be made or such Encumbrance may be created, incurred or assumed unless prior to the consummation of any such Sale or the creation, incurrence or assumption of such Encumbrance, (a) the Person to whom such Sale is proposed to be made (a “Prospective Transferee”) executes and delivers a counterpart of this Agreement to the Company and each Shareholder, (b) such Sale or Encumbrance shall not result in a violation of any applicable Law, including U.S. federal securities laws, and (c) such Sale or Encumbrance shall not require the Company to register under the Investment Company Act of 1940, as amended, or any Law of similar import. Upon the execution and delivery by such Prospective Transferee of this Agreement, Schedule 3 shall be amended to reflect the addition of such Prospective Transferee and any other changes in the ownership of Shares, and such Prospective Transferee shall be deemed a “Shareholder” for purposes of this Agreement and shall have the rights and be subject to the obligations of a holder of Shares under this Agreement, in each case with respect to the Shares, owned by such Prospective Transferee or in respect of which such Encumbrance shall have been created, incurred or assumed.
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Transferees to Execute Agreement. Each Shareholder agrees that it shall not, during the term of this Agreement, directly or indirectly, make any Sale of any Shares held by such Shareholder unless prior to the consummation of any such Sale, the Person to whom such Sale is proposed to be made (a "Prospective Transferee") executes and delivers this Agreement to the Company and each Shareholder. Upon the execution and delivery by such Prospective Transferee of this Agreement and consummation of the Sale such Prospective Transferee shall become a "Shareholder" for purposes of this Agreement and shall have the rights and be subject to the obligations of the transferor under this Agreement with respect to the Shares owned by such Prospective Transferee and shall further have any rights assigned to it by Newbridge, SAIF or any immediate or subsequent transferee, assignee, or successor of Newbridge or SAIF; provided, that neither the Transfer Right nor the right to exercise the Put Option may be transferred or assigned by Newbridge or SAIF to any Person other than Newbridge, SAIF, or an Affiliate of Newbridge or SAIF.
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Transferees to Execute Agreement. No person holding Legended Shares shall sell, exchange, or in any other manner dispose of or transfer such shares unless, prior to the consummation of any such sale or exchange, or other disposition or transfer, the person to whom such sale, other disposition or transfer or with whom such exchange is proposed to be made (for purposes of this Paragraph 3, a "Prospective Transferee") executes and delivers to the Company and the Warrant Agent a copy of this Agreement. Upon the execution and delivery by such Prospective Transferee of this Agreement, such Prospective Transferee shall be subject to the provisions of this Agreement as though such Prospective Transferee were a "Shareholder" hereunder, and shall be deemed to have agreed to the provisions of Section 16(a) (to the extent applicable to such Prospective Transferee) and Section 16(b) of the Warrant Agreement with respect to any Legended Shares to be acquired.
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Related to Transferees to Execute Agreement

  • Termination and Assignment (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.

  • Noncompete Agreement For a period of twelve (12) months after any resignation or termination of Executive’s employment for any reason, Executive shall not, directly or indirectly, enter into or engage directly or indirectly in competition with the Company or any subsidiary or other company under common control with the Company, in any fintech business conducted by the Company or any such subsidiary at the time of such resignation or termination, either as an individual on his own or as a partner or joint venturer, or as a director, officer, shareholder, employee, agent, independent contractor, nor shall Executive assist any other person or entity in engaging directly or indirectly in such competition.

  • Amendment to Employment Agreement The Employment Agreement is hereby amended as follows:

  • Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and Starboard. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Starboard, the prior written consent of the Company, and with respect to the Company, the prior written consent of Starboard. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

  • Assignment; Binding Agreement Neither this Agreement nor any right or obligation hereunder shall be assignable by any party without the prior written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns.

  • Binding on Successors, Transferees and Assigns; Assignment This Security Agreement shall remain in full force and effect until the Termination Date has occurred, shall be binding upon the Grantors and their successors, transferees and assigns and shall inure to the benefit of and be enforceable by each Secured Party and its successors, transferees and assigns; provided that no Grantor may (unless otherwise permitted under the terms of the Credit Agreement or this Security Agreement) assign any of its obligations hereunder without the prior written consent of all Lenders.

  • Entire Agreement; Third Party Beneficiaries This Agreement (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof; and (b) shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

  • Entire Agreement, Binding Effect and Assignment This Agreement (including the exhibits and schedules hereto) and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements, understandings, negotiations and discussions, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any Person other than the Parties any rights or remedies hereunder. This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties without the prior written consent of the other Party.

  • Successors and Assigns; Assignment of Servicing Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Servicer, the Seller, the NIMS Insurer and the Master Servicer and their respective successors and assigns. This Agreement shall not be assigned, pledged or hypothecated by the Servicer to a third party except in accordance with Section 7.03 and shall not be assigned, pledged or hypothecated by the Seller without the prior written consent of the NIMS Insurer except as to the extent provided in Section 9.12.

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