Common use of Assignment; No Third Party Beneficiary Clause in Contracts

Assignment; No Third Party Beneficiary. 5.4.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.4.2 Prior to the expiration of the Lockup Period, no Holder may assign or delegate such Xxxxxx’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Locked-In Securities by such Holder to a Permitted Transferee (subject to subsection 5.4.4). 5.4.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holder, which shall include Permitted Transferees, except as provided in subsection 5.4.4 5.4.4 Notwithstanding the foregoing, no Holder may assign its rights under Article IV and Article V. 5.4.5 This Agreement shall not confer any rights or benefits on any Persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.5. 5.4.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.5 shall be null and void.

Appears in 1 contract

Samples: Lock in Agreement (REZOLVE GROUP LTD)

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Assignment; No Third Party Beneficiary. 5.4.1 10.5.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.4.2 10.5.2 Prior to the expiration of the Lockup Period, no Holder may assign or delegate such XxxxxxHolder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Locked-In Registrable Securities by such Holder to a Permitted Transferee (subject to subsection 5.4.410.5.4). 5.4.3 10.5.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the HolderHolders, which shall include Permitted Transferees, except as provided in Section 7.4 and subsection 5.4.410.5.4. 5.4.4 10.5.4 Notwithstanding the foregoing, no Holder may assign its rights under Article IV VII and Article V.X (except that the Sponsor may assign its rights under such Articles to its members in connection with the transfer of substantially all the Ordinary Shares held by the Sponsor to such member or in connection with a Permitted Distribution in Kind of substantially all the Ordinary Shares held by the Sponsor). 5.4.5 10.5.5 This Agreement shall not confer any rights or benefits on any Persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.510.5. 5.4.6 10.5.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 10.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.5 10.5 shall be null and void.

Appears in 1 contract

Samples: Investor Rights Agreement (Armada Acquisition Corp. I)

Assignment; No Third Party Beneficiary. 5.4.1 7.4.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.4.2 Prior to the expiration of the Lockup Period, no Holder may assign or delegate such Xxxxxx’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Locked-In Securities by such Holder to a Permitted Transferee (subject to subsection 5.4.4). 5.4.3 7.4.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the HolderHolders, which shall include including the Permitted Transferees, except as provided in subsection 5.4.4. 5.4.4 7.4.3 Notwithstanding the foregoing, no Holder may assign its rights under Article IV II and Article V.VI. 5.4.5 7.4.4 This Agreement shall not confer any rights or benefits on any Persons that are not parties hereto, other than Section 2.1 and otherwise as expressly set forth in this Agreement and this Section 5.5Agreement. 5.4.6 7.4.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 7.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.5 7.4 shall be null and void.

Appears in 1 contract

Samples: Investor Rights Agreement (Cazoo Group LTD)

Assignment; No Third Party Beneficiary. 5.4.1 6.4.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in partpart without the prior written consent of the Holders. 5.4.2 Prior to the expiration of the Lockup Period, no 6.4.2 No Holder may assign or delegate such Xxxxxx’s rights, duties or obligations under this Agreement, in whole or in part, without the prior written consent of the Company, except in connection with a transfer of Locked-In Registrable Securities by such Holder to a Permitted Transferee (subject to subsection 5.4.46.4.4). 5.4.3 6.4.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the HolderHolders, which shall include Permitted Transferees, except as provided in Transferees (subject to subsection 5.4.4 5.4.4 Notwithstanding the foregoing, no Holder may assign its rights under Article IV and Article V. 5.4.5 This Agreement shall not confer any rights or benefits on any Persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.56.4.4). 5.4.6 6.4.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.5 6.4 shall be null and void.

Appears in 1 contract

Samples: Registration Rights Agreement (HMH Holding Inc)

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Assignment; No Third Party Beneficiary. 5.4.1 10.5.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.4.2 10.5.2 Prior to the expiration of the Lockup Period, no Holder may assign or delegate such Xxxxxx’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Locked-In Registrable Securities by such Holder to a Permitted Transferee (subject to subsection 5.4.410.5.4). 5.4.3 10.5.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the HolderHolders, which shall include Permitted Transferees, except as provided in subsection 5.4.410.5.4. 5.4.4 10.5.4 Notwithstanding the foregoing, no Holder may assign its rights under Article IV VII and Article V.X (except that the Sponsor may assign its rights under such Articles to its members in connection with the transfer of substantially all the Ordinary Shares held by the Sponsor to such member or in connection with a Permitted Distribution in Kind of substantially all the Ordinary Shares held by the Sponsor). 5.4.5 10.5.5 This Agreement shall not confer any rights or benefits on any Persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.510.5. 5.4.6 10.5.6 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 10.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.5 10.5 shall be null and void.

Appears in 1 contract

Samples: Investor Rights Agreement (REZOLVE GROUP LTD)

Assignment; No Third Party Beneficiary. 5.4.1 6.5.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.4.2 6.5.2 Prior to the expiration of the Lockup Lock-up Period, no Holder may assign or delegate such XxxxxxHolder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Locked-In Registrable Securities by such Holder to a Permitted Transferee (subject to subsection 5.4.4)Transferee. 5.4.3 6.5.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the HolderHolders, which shall include Permitted Transferees, except as provided in subsection 5.4.4. 5.4.4 Notwithstanding the foregoing, no Holder may assign its rights under Article IV and Article V. 5.4.5 6.5.4 This Agreement shall not confer any rights or benefits on any Persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.56.5. 5.4.6 6.5.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.5 6.5 shall be null and void.

Appears in 1 contract

Samples: Registration Rights Agreement (Cazoo Group LTD)

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