Common use of Assignments and Transfers; No Third Party Beneficiaries Clause in Contracts

Assignments and Transfers; No Third Party Beneficiaries. This Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives, but shall not otherwise be for the benefit of any third party. The rights of the Holders hereunder are only assignable (i) by each of such Holders to any other Holder, (ii) to a partner or other affiliate of such Holder or (iii) to an assignee or transferee who acquires all of the Equity Securities purchased by a Stockholder or at least 100,000 shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares).

Appears in 2 contracts

Samples: Sale Agreement (Lets Talk Cellular & Wireless Inc), Sale Agreement (Lets Talk Cellular & Wireless Inc)

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Assignments and Transfers; No Third Party Beneficiaries. This Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives, but shall not otherwise be for the benefit of any third party. The rights of the Holders hereunder are only assignable (i) by each of such Holders to any other Holder, (ii) to a partner partner, member or other affiliate of such Holder (including affiliated or related venture capital funds) or (iii) to an assignee or transferee who acquires all of the Equity Securities purchased held by a Stockholder particular Holder or at least 100,000 350,000 shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares).

Appears in 1 contract

Samples: First Refusal and Co Sale Agreement (RPX Corp)

Assignments and Transfers; No Third Party Beneficiaries. This Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives, but shall not otherwise be for the benefit of any third party. The rights of the Holders hereunder are only assignable (ia) by each of such Holders to any other Holder, (iib) to a partner partner, member or other affiliate of such Holder or (iiic) to an assignee or transferee who acquires all of the Equity Securities purchased held by a Stockholder particular Holder or at least 100,000 one million (1,000,000) shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares) (as adjusted for stock splits, combinations, dividends, recapitalizations and the like).

Appears in 1 contract

Samples: First Refusal and Co Sale Agreement (Rise Companies Corp)

Assignments and Transfers; No Third Party Beneficiaries. This Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives, but shall not otherwise be for the benefit of any third party. The rights of the Holders hereunder are only assignable by a Holder to an assignee that (i) by each is a subsidiary, affiliate, parent, partner, limited partner, retired partner or stockholder of such Holders to any other a Holder, (ii) is a Permitted Transferee of a Holder pursuant to a partner or other affiliate of such Holder Section 2.1, or (iii) to an assignee or transferee who acquires all of the Equity Securities purchased by a Stockholder or after such assignment, holds at least 100,000 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations) including shares of Common Stock issuable issued upon conversion of Preferred Shares)Stock.

Appears in 1 contract

Samples: Stockholders’ Agreement (Perlegen Sciences Inc)

Assignments and Transfers; No Third Party Beneficiaries. This Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives, but shall not otherwise be for the benefit of any third party. The rights of the Holders hereunder are only assignable (i) by each of such Holders to any other Holder, (ii) to a partner or other affiliate of such Holder or (iii) to an assignee or transferee who acquires all of the Equity Securities purchased by a Stockholder Holder or at least 100,000 250,000 shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares). [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

Appears in 1 contract

Samples: Sale Agreement (Kalobios Pharmaceuticals Inc)

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Assignments and Transfers; No Third Party Beneficiaries. This Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives, but shall not otherwise be for the benefit of any third party. The rights of the Holders hereunder are only assignable (i) by each of such Holders to any other Holder, (ii) to a partner or other affiliate of such Holder or (iii) to an assignee or transferee who acquires all of the Equity Securities purchased by a Stockholder Holder or at least 100,000 250,000 shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares).

Appears in 1 contract

Samples: Co Sale Agreement (Kalobios Pharmaceuticals Inc)

Assignments and Transfers; No Third Party Beneficiaries. This Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives, but shall not otherwise be for the benefit of any third party. The rights of the Holders hereunder are only assignable (ia) by each of such Holders to any other Holder, (iib) to a partner partner, stockholder, member or other affiliate of such Holder or (iiic) to an assignee or transferee who acquires all of the Equity Securities purchased held by a Stockholder particular Holder or at least 100,000 two hundred ninety thousand (290,000) shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Shares).

Appears in 1 contract

Samples: First Refusal and Co Sale Agreement (Qlik Technologies Inc)

Assignments and Transfers; No Third Party Beneficiaries. This Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives, but shall not otherwise be for the benefit of any third party. The rights of the Holders hereunder are only assignable (i) by each of such Holders to any other Holder, (ii) to a partner partner, member or other affiliate of such Holder (including, without limitation, affiliated venture capital funds of which such Holder is a partner or member) or (iii) to an assignee or transferee who acquires all of the Equity Securities purchased held by a Stockholder particular Holder or at least 100,000 15,000,000 shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred SharesStock).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Victory Acquisition Corp)

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