Common use of Assignment; Transfer of Rights Clause in Contracts

Assignment; Transfer of Rights. (1) No party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other party which consent may be withheld in its sole discretion except as otherwise provided herein. (2) Notwithstanding the foregoing, (i) an Investor Member may assign and transfer its rights, benefits, duties and obligations under this Agreement, in whole or in part, without the consent of Real, to any Affiliate of such Investor Member, provided that: (A) any such Affiliate shall, prior to any such assignment, agree to be bound by all of the covenants of such Investor Member contained herein and comply with the provisions of this Agreement that were applicable to the transferor Investor Member, and shall deliver to Real a duly executed undertaking to such effect in form and substance satisfactory to Real, acting reasonably; and (B) except as otherwise provided herein, where any rights of an Investor Member under this Agreement have been assigned, such rights shall only be exercised by such Investor Member and its Affiliates, acting together. (3) For greater certainty, no assignment by the Investors or any assignee (each, an “Assignee”) of its rights hereunder shall relieve such Assignee of its obligations hereunder.

Appears in 2 contracts

Samples: Investor Rights Agreement (Real Brokerage Inc), Securities Subscription Agreement (Real Brokerage Inc)

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Assignment; Transfer of Rights. (1a) No party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other party which consent may be withheld in its sole discretion except as otherwise provided herein. (2b) Notwithstanding the foregoing, (i) an the Investor Member may assign and transfer its rights, benefits, duties and obligations under this Agreement, in whole or in part, without the consent of Realthe Company, to any Affiliate of such Investor Memberthe Investor, provided that: (A) any such Affiliate shall, prior to any such assignment, agree to be bound by all of the covenants of such the Investor Member contained herein and comply with the provisions of this Agreement that were applicable to the transferor Investor MemberInvestor, and shall deliver to Real the Company a duly executed undertaking to such effect in form and substance satisfactory to Realthe Company, acting reasonably; and (B) except as otherwise provided herein, where any rights of an the Investor Member under this Agreement have been assigned, such rights shall only be exercised by such the Investor Member and its Affiliates, acting together. (3c) For greater certainty, no assignment by the Investors Investor or any assignee (each, an “Assignee”) of its rights hereunder shall relieve such Assignee of its obligations hereunder.

Appears in 1 contract

Samples: Investor Rights and Strategic Opportunities Agreement

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Assignment; Transfer of Rights. (1a) No party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other party which consent may be withheld in its sole discretion except as otherwise provided herein. (2b) Notwithstanding the foregoing, (i) an Investor Member each of the Investors may assign and transfer its rights, benefits, duties and obligations under this Agreement, in whole or in part, without the consent of Realthe Company, to any Affiliate of such Investor MemberInvestor, provided that: : (A) any such Affiliate shall, prior to any such assignment, agree to be bound by all of the covenants of such the Investor Member contained herein and comply with the provisions of this Agreement that were applicable to the transferor Investor Membersuch Investor, and shall deliver to Real the Company a duly executed undertaking to such effect in form and substance satisfactory to Realthe Company, acting reasonably; , and (B) except as otherwise provided herein, where any rights of an Investor Member under this Agreement have been assigned, such rights shall only be exercised by such Investor Member and its Affiliates, acting together. (3c) For greater certainty, no assignment by the Investors an Investor or any assignee (each, an “Assignee”) of its rights hereunder shall relieve such Assignee of its their obligations hereunder.

Appears in 1 contract

Samples: Investor Rights Agreement

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