Assignment in Whole Clause Samples
The "Assignment in Whole" clause defines whether a party to an agreement can transfer all of its rights and obligations under the contract to another party. Typically, this clause restricts such assignments unless the other party provides written consent, ensuring that neither party is unexpectedly required to deal with a new, potentially unknown entity. By controlling the ability to assign the entire contract, this clause protects the interests of both parties and maintains the integrity of the original agreement.
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Assignment in Whole. Notwithstanding the foregoing, each Principal Stockholder may assign, in whole, but not in part, its rights under this Agreement as a Principal Stockholder (including, without limitation, its Board Quorum Rights, Board Rights, Committee Rights, Subsidiary Board Rights, Stockholder Quorum Rights, Consent Action Rights, Tag-Along Rights, Registration Rights, Preemptive Rights, Inspection Rights and Information Rights) to any Complete Rights Transferee (an “Assignment in Whole”). Following an Assignment in Whole, such Complete Rights Transferee may assign, in whole, but not in part, its rights under this Agreement to any Person to whom such Complete Rights Transferee Transfers 100% of the Common Shares acquired by such Complete Rights Transferee pursuant to the transaction, or series of related transactions, giving rise to the Assignment in Whole.
Assignment in Whole. Notwithstanding the foregoing, each Principal Stockholder may assign, in whole, but not in part, its rights under the Agreement as a Principal Stockholder (including, without limitation, Board Rights, supermajority voting rights and long-form demand registration rights) to any Person (a “Complete Rights Transferee”) that (i) acquires, in a transaction or series of related transactions that are in compliance with the terms and conditions of the Agreement, at least 80% of the Shares held by such Principal Stockholder as of the Closing (or, in the case of Transfer by a permitted Transferee of such Principal Stockholder who acquires such rights pursuant to a Transfer in compliance with this assignment provision, all of such permitted Transferee’s Shares obtained in such permitted Transfer) and (ii) becomes a party to the Agreement and agrees to comply with the terms and conditions thereof applicable to the Principal Stockholder from which it acquired such Shares.