Assignment and adherence Clause Samples

Assignment and adherence. This Agreement shall be binding on the parties hereto and their respective successors and assigns.

Assignment and adherence. Neither Party may otherwise assign the Agreement in whole or in part without the prior written and explicit consent of the other Party, which consent will not be unreasonably withheld or delayed, such as in case of corporate restructuring of the other Party’s business, including in cases where all or substantially all of the assets are sold to or merged or consolidated with another party, or there is material change in its ownership or control. Notwithstanding the foregoing, the Client may at any time assign the Agreement and Execution Details to an Affiliate, in whole or in part, or let an Affiliate adhere to the Agreement or Execution Details upon prior written notification to the Provider. Assignment or adherence may under no circumstances result in additional invoicing or in changes to the prices and other terms established under the Agreement.

Assignment and adherence. 14.1 Subject to Clauses 14.2 and 14.3, no Party shall assign or in any other way dispose of any of its rights or obligations under this Agreement. 14.2 The Investor may, without the consent of the other Parties, assign its rights under this Agreement to any Affiliate provided that such assignment is on terms that the assignee shall not be entitled to assign to any party other than the Investor or any of its or their Affiliates. 14.3 Except with the prior written consent of an A Director, no Shares shall be allotted or transferred to any person who is not already a party to this Agreement (a New Party) unless at the time of or prior to such allotment or transfer he (or, if he is a nominee of another person, that other person) enters into a Deed of Adherence in the following capacity: (a) a Manager: if the New Party is, or it is proposed that he should become, an employee of a member of the Group; and/or (b) an A Shareholder: if the New Party is a transferee of an A Shareholder or is to be allotted A Shares; and/or (c) a B Shareholder: if the New Party is a transferee of a B Shareholder or is to be allotted B Shares; and (d) a Party: in all cases. 14.4 A New Party who enters into a Deed of Adherence as a Manager, an A Shareholder, a B Shareholder and/or a Party shall, subject to such Deed of Adherence being duly entered into, have all the rights and obligations as if he were named in this Agreement as a Manager, an A Shareholder, a B Shareholder and/or a Party (as the case may be) except that, in the case of a Manager, he will have no liability or obligations in respect of the Warranties. 14.5 The A Directors may together determine, notwithstanding Clause 14.3 above, that the New Party should enter into a Deed of Adherence in a different capacity to that required by Clause 14.3 and may also agree such amendment(s) to the Deed of Adherence as they consider appropriate in the circumstances.

Assignment and adherence. ‌ 20.1 Except with the prior written consent of the Investor, no Party shall assign or in any other way dispose of any of its rights or obligations under this Agreement. 20.2 Except with the prior written consent of the Investor, no Securities shall be allotted or transferred to any person who is not already a party to this Agreement (a "New Shareholder") unless at the time of or prior to such allotment or transfer he or it (or, if he or it is a nominee of another person, that other person) enters into a Deed of Adherence in the following capacity:‌ 20.2.1 MIL: on a joint and several basis with MIL, if the Securities have been transferred to the New Shareholder by MIL; 20.2.2 a Manager: if the New Shareholder is, or it is proposed that he should become, an employee or a director of a member of the Group; 20.2.3 an Investor: if the New Shareholder is an Investor Affiliate or otherwise an Institutional Investor; and 20.2.4 a Party: in all other cases. 20.3 A New Shareholder who enters into a Deed of Adherence as MIL, a Manager, Investor or a Party shall, subject to such Deed of Adherence being duly entered into, have all the rights and obligations as if he were named in this Agreement as MIL, a Manager, Investor or a Party (as the case may be).‌ 20.4 The Investor may determine (acting reasonably), notwithstanding Clause 20.2 above, that the New Shareholder should enter into a Deed of Adherence in a different capacity to that required by Clause 20.2 and may also agree such amendment(s) to the Deed of Adherence as it considers appropriate in the circumstances. Any such determination or amendment shall not prejudice the operation of the permitted transfer provisions in Article 42 of the Articles as regards transfers of Manager's Securities to family member or family trusts.