3Binding Agreement; Assignment Clause Samples

3Binding Agreement; Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided that: (a) prior to the Effective Time, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by the Companies, Stockholders Agent or any Stockholders without the prior written consent of Buyer; and 54 ‌ QB\94371760.13 ​ ​ ​ (b) without the prior written consent of the Stockholders Agent (which consent will not be unreasonably withheld), neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by Buyer, provided that Buyer may assign its rights under this Agreement or any of the provisions hereof (but not its obligations) to any Affiliate of Buyer (including, without limitation, Acquisition).