Common use of Assignment; Amendments Clause in Contracts

Assignment; Amendments. (a) Except as provided in Section 3.02(d), Section 3.03 and Section 10.06(b) and (c), neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other parties, and any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns. If the Company assigns its rights to purchase under Section 3.02(d), the Company shall guarantee the purchase obligations of its assignee. (b) If a Shareholder or a Permitted Transferee transfers Voting Shares to a Significant Transferee and in connection therewith specifically assigns, in whole or in part, to such Significant Transferee registration rights under this Agreement (and such Significant Transferee agrees to be bound to the applicable registration rights provisions of this Agreement), such Significant Transferee shall thereafter have the rights and obligations of a "Holder" under this Agreement with respect to such Voting Shares (and the Shareholders and their Permitted Transferees shall be entitled to assign such rights hereunder without the consent of any other party hereto); provided, however, that no 48 44 assignment of any rights under Article VI may be made to any Significant Transferee unless such Significant Transferee Beneficially Owns, after giving effect to such Transfer, at least 3% of the outstanding Voting Shares. (c) No amendment to this Agreement shall be effective unless it shall be in writing and (i) prior to the Closing, signed by Vivendi, Sofiee and each of the Shareholders and (ii) after the Closing, signed by the Company and Shareholders holding a majority of the Voting Shares held by the Shareholders at such time, except no such amendment shall affect a Shareholder disproportionately when compared to other Shareholders without the consent of such Shareholder.

Assignment; Amendments. (a) Except as provided in Section 3.02(d), Section 3.03 and Section 10.06(b) and (c), neither Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned assigned, in whole or in part, by any of the parties heretoPartners, in whole or in part (whether by operation of law or otherwise), directly or indirectly, without the prior written consent of the other partiesGeneral Partners and [Vulcan], and and, to the fullest extent permitted by law, any attempt to make any such assignment without such consent shall be null and void[; provided, that each of M&J K and XX-XX shall be permitted to assign all (but not part) of its rights, interests and obligations hereunder in its capacity as General Partner to any other Partner to whom M&J K or XX-XX, as applicable, Transfers any Class B Stock in the form of Class B Stock in accordance with the Class B Stockholder Agreement and the Vulcan Stockholder Agreement]. Notwithstanding any provision of this Agreement to the contrary and without the need for any action or consent of any Person, any such transferee shall be deemed to be a General Partner effective immediately upon notice thereof from the then General Partners to the Partnership. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by, by the parties Partners and their respective successors and assigns. If the Company assigns its rights to purchase under Section 3.02(d), the Company shall guarantee the purchase obligations of its assignee. (b) If a Shareholder or a Permitted Transferee transfers Voting Shares to a Significant Transferee and in connection therewith specifically assigns, in whole or in part, to such Significant Transferee registration rights under this Agreement (and such Significant Transferee agrees to be bound to the applicable registration rights provisions of this Agreement), such Significant Transferee shall thereafter have the rights and obligations of a "Holder" under this Agreement with respect to such Voting Shares (and the Shareholders and their Permitted Transferees shall be entitled to assign such rights hereunder without the consent of any other party hereto); provided, however, that no 48 44 assignment of any rights under Article VI may be made to any Significant Transferee unless such Significant Transferee Beneficially Owns, after giving effect to such Transfer, at least 3% of the outstanding Voting Shares. (c) No amendment to this Agreement shall be effective unless it shall be signed in writing and (i) prior to the Closing, signed by Vivendi, Sofiee and each of the Shareholders General Partners and Partners (iiincluding the General Partners) after the Closing, signed by the Company and Shareholders holding owning at least a majority majority-in-interest of the Voting Shares held Interests then outstanding (based upon their Participation Percentages); provided, that no amendment to the second sentence of Section 2.06 shall be effective unless it shall be signed in writing by the Shareholders at such timeeach Partner; provided further, except that no such amendment shall affect a Shareholder Partner disproportionately when compared to the other Shareholders Partners without the consent of such ShareholderPartner.

Assignment; Amendments. (a) Except as provided in Section 3.02(d), Section 3.03 and Section 10.06(b) and (c), neither Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other parties, and any attempt to make any such assignment without such consent shall be null and void[; provided, that each of M&J K and XX-XX shall be permitted to assign its rights, interests and obligations hereunder to any other Person to whom M&J K or XX-XX, as applicable, transfers any Class B Stock in the form of Class B Stock in accordance with the Class B Stockholder Agreement and the Vulcan Stockholder Agreement (and, upon such assignment, all references herein to M&J K or XX-XX, as applicable, shall be deemed to be references to such assignee)]. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns. If the Company assigns its rights to purchase under Section 3.02(d), the Company shall guarantee the purchase obligations of its assignee. (b) If a Shareholder or a Permitted Transferee transfers Voting Shares to a Significant Transferee and in connection therewith specifically assigns, in whole or in part, to such Significant Transferee registration rights under this Agreement (and such Significant Transferee agrees to be bound to the applicable registration rights provisions of this Agreement), such Significant Transferee shall thereafter have the rights and obligations of a "Holder" under this Agreement with respect to such Voting Shares (and the Shareholders and their Permitted Transferees shall be entitled to assign such rights hereunder without the consent of any other party hereto); provided, however, that no 48 44 assignment of any rights under Article VI may be made to any Significant Transferee unless such Significant Transferee Beneficially Owns, after giving effect to such Transfer, at least 3% of the outstanding Voting Shares. (c) No amendment to this Agreement shall be effective unless it shall be in writing and (i) prior to the Closing, signed by Vivendi, Sofiee and each of the Shareholders Company, DW, Holdco, M&J K, XX-XX, Vulcan and Contributing Members (iiincluding M&J K, XX-XX and Vulcan) after the Closing, signed by the Company and Shareholders holding owning at least a majority majority-in-interest of the Voting Shares held by Interests (as defined in the Shareholders at such timeHoldco Partnership Agreement) then outstanding (based on their Participation Percentages (as defined in the Holdco Partnership Agreement)); provided, except that no such amendment shall affect a Shareholder party hereto disproportionately when compared to the other Shareholders parties hereto without the consent of such Shareholderparty; and provided further, that no amendment to the provisions relating to a Universal/Thomson Triggered Offering shall be effective without the consent of each of Universal and Thomson.

Assignment; Amendments. (a1) Any party hereto (an “Assignor”) may assign its rights and obligations hereunder to another party (an “Assignee”) that is controlled by or under common control with the Assignor; provided, that the Assignee that agree in writing to be subject to the terms and conditions of this agreement to which the Assignor was subject. (2) Gazit-Globe or any affiliate of Gazit-Globe referred to in the preceding sentence or being a party to this agreement may assign any of its rights pursuant to this agreement (including the rights of assignment pursuant to this Article) (i) by way of security to any bank or financial institution extending loans or providing credit to it or any affiliate of it in connection with the pledge to such bank or financial institution or the acquisition by such bank or financial institution of Shares (“Pledged Shares”) that represent (as of the date of such assignment) 20% or more of the outstanding Shares (a “Control Block”) or (ii) upon any subsequent sale of the Pledged Shares following a foreclosure to any entity or group that acquires a “Control Block”; provided, further, that in the event that this agreement is assigned in accordance with this sentence, Article 2.02 hereof shall be deemed to be amended by adding the words “the higher of: (i) the average closing price of the five (5) trading days preceding the date on which Gazit-Globe provides the notice to Xxxxx-Xxxx as stated below and (ii)” immediately prior to the words “$20.00 or more.” (3) Except as provided in Section 3.02(d), Section 3.03 and Section 10.06(bthe preceding clauses (1) and (c2), neither this Agreement agreement nor any of the rights, interests rights or obligations benefits hereunder shall be assigned assignable by any of the parties hereto, in whole or in part (whether by operation of law or otherwise), hereto without the prior written consent of the other parties, and any attempt to make any such assignment without such consent but subject thereto this agreement shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure enure to the benefit of and be enforceable bybinding upon the parties’ respective legal, the parties and their respective personal representatives successors and permitted assigns. If the Company assigns its rights to purchase under Section 3.02(d), the Company shall guarantee the purchase obligations of its assignee. (b4) If a Shareholder or a Permitted Transferee transfers Voting Shares Except in the case of an assignment pursuant to a Significant Transferee and in connection therewith specifically assignsclause (2) of this Article 3.10, in whole or in part, to such Significant Transferee registration rights under this Agreement (and such Significant Transferee agrees the event that any party hereto shall cease to be bound to the applicable registration rights provisions of this Agreement)controlled by either Gazit-Globe or Xxxxx-Xxxx, such Significant Transferee shall thereafter have as applicable, the rights and obligations of a "Holder" such party under this Agreement with respect to such Voting Shares (agreement shall terminate and the Shareholders and their Permitted Transferees Shares owned by such party shall no longer be entitled to assign such rights hereunder without the consent considered owned by Gazit-Globe or Xxxxx-Xxxx, as applicable, for purposes of any other party hereto); provided, however, that no 48 44 assignment of any rights under Article VI may be made to any Significant Transferee unless such Significant Transferee Beneficially Owns, after giving effect to such Transfer, at least 3% of the outstanding Voting Sharesthis agreement. (c) No amendment to this Agreement shall be effective unless it shall be in writing and (i) prior to the Closing, signed by Vivendi, Sofiee and each of the Shareholders and (ii) after the Closing, signed by the Company and Shareholders holding a majority of the Voting Shares held by the Shareholders at such time, except no such amendment shall affect a Shareholder disproportionately when compared to other Shareholders without the consent of such Shareholder.