Assignment of Certain Rights and Obligations Sample Clauses

Assignment of Certain Rights and Obligations. The rights of an Investor under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement shall be automatically assigned by such Investor to any transferee of all or any portion of such Investor’s Registrable Securities (or all or any portion of the Note or the Warrants) if: (1) such Investor agrees in writing with such transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (2) the Company is, within a reasonable time after such transfer, furnished with notice of (A) the name and address of such transferee and (B) the securities with respect to which such rights and obligations are being transferred, (3) in the case of assignment of rights under Section 8, immediately following such transfer or assignment the further disposition of Registrable Securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, (4) at or before the time the Company received the notice contemplated by clause (2) of this sentence the transferee agrees in writing with the Company to be bound with respect to such assigned securities by such of the provisions contained in Sections 5(a), 5(b), 8, 9, and 10 hereof as shall have been so assigned to such transferee and (5) if Section 5(a) shall be applicable to such transfer, such Investor shall have complied with Section 5(a). Upon any such transfer, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5(a), 5(b), 8, 9, and 10 of this Agreement, to the extent the same have been so assigned to such transferee, as if such transferee were the Buyer. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such transfer take such actions as shall be reasonably acceptable to the transferring Investor and such transferee to assure that each Registration Statement and related Prospectus for which the transferring Investor is a selling stockholder are or become available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so transferred.
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Assignment of Certain Rights and Obligations. The rights of an Investor under Sections 5, 8, 9, and 10 of this Agreement shall not be assigned by such Investor to any transferee of all or any portion of such Investor's Registrable Securities (or all or any portion of the Preferred Shares) without the prior written consent of the Company. Upon any valid assignment, the Company shall be obligated to such transferee to perform all of its covenants under Sections 5, 8, 9, and 10 of this Agreement as if such transferee were the Buyer. In connection with any valid transfer the Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the transferring Investor and such transferee to assure that the Registration Statement relating to the Registrable Securities involved in such transfer and the Prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which such rights and obligations have been so assigned.
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Assignment of Certain Rights and Obligations. (1) The rights of the Buyer or any other Investor under Sections 5, 8, 9 and 10 shall be assigned by the Buyer or such Investor to any Permitted Transferee only if the Buyer or such other Investor complies with the following requirements (in which case such assignment shall be automatic): (A) such Investor agrees in writing with such Permitted Transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (B) the Company is, within a reasonable time after such transfer, furnished with notice of (i) the name and address of such Permitted Transferee and (ii) the securities with respect to which such rights and obligations are being transferred, (C) in the case of an assignment of the rights under Section 8, immediately following such transfer the further disposition of Registrable Securities by such Permitted Transferee is restricted under the 1933 Act or applicable state securities laws, (D) at or before the time the Company received the notice contemplated by clause (B) of this sentence such Permitted Transferee agrees in writing with the Company to be bound by all of the provisions contained in Sections 5(a), 5(b), 8, 9 and this Section 10 (other than Section 10(n)) and furnishes to the Company a questionnaire in substantially the form of the Questionnaire indicating, to the reasonable satisfaction of the Company, that such Permitted Transferee is an "accredited investor" as defined in Regulation D under the 1933 Act and (E) in the case of any
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Assignment of Certain Rights and Obligations. Unless the Buyer shall have obtained the prior written consent of the Company, the rights and obligations of the Buyer pursuant to Section 5 and Section 8 of this Agreement may only be assigned to a Permitted Transferee and shall be automatically assigned by the Buyer to any Permitted Transferee of all or any portion of the Notes only if: (a) the Buyer agrees in writing with such transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company contemporary with such assignment, and (b) the Company is, contemporaneously with such transfer or assignment, furnished with notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such rights and obligations are being transferred or assigned. Upon any such transfer, the Company shall be obligated to such Permitted Transferee to perform all of its covenants under Section 5 and Section 8 as if such Permitted Transferee were the Buyer.
Sample 1

Related to Assignment of Certain Rights and Obligations

  • Assignment of Rights and Obligations (a) Without Owners’ prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. Notwithstanding the foregoing, Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent.

  • ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS The Assuming Institution agrees with the Receiver and the Corporation as follows:

  • Transfer of Rights and Obligations 12.1 Lender has the right to transfer all or part of the right in this contract to a third party, the transferring actions do not need to acquire the consent of the borrower. If without the consent of the lender in writing, the borrower cannot transfer any right and obligations in this contract to a third party.

  • Other Rights and Obligations 1. The Entrustor shall transfer the entrusted funds into its account for entrustment loans on a timely basis. The Lender will not commence disbursement procedures in accordance with the entrustment loan agreement and the loan contract etc. until the entrusted funds of the Entrustor have been deposited into its account for entrustment loans.

  • Payments on Termination and Survival of Certain Rights and Obligations Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable.

  • Assumption of Certain Obligations Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the "Assumed Liabilities").

  • Rights and Obligations on Termination In the event of termination of this Agreement for any reason, the parties shall have the following rights and obligations:

  • Absolute Rights and Obligations This is a guaranty of payment and not of collection. The Guarantors’ Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of, and each Guarantor hereby expressly waives, to the extent permitted by law, any defense to its obligations under this Guaranty Agreement and all Security Instruments to which it is a party by reason of:

  • Survival of Certain Representations and Obligations The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

  • Rights and Obligations Except as expressly set forth in this Agreement, no Member, in its capacity as a Member, will have any right, power or authority to transact any business in the name of the Series, participate in the management of the Series or to act for or on behalf of or to bind the Series. A Member will have no rights other than those specifically provided herein or granted by law. Except as required by the Act, no Member, solely by reason of being a member, shall be liable for the debts, liabilities, obligations or expenses of the Series.

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