Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors, legal representatives, heirs and permitted assigns; provided that rights granted to any Stockholder hereunder may only be assigned in connection with a Transfer of Company Securities in accordance with the terms of this Agreement, and provided further that an Investor’s right to designate Investor Designees (or a Non-Voting Observer) pursuant to Article 2 hereof are only assignable with the written consent of the Company in connection with a Transfer of Company Securities by such Investor to the purported assignee. Any purported assignment not in accordance with this Agreement shall be null and void. Except as may otherwise be expressly provided in this Agreement, any Stockholder that ceases to hold any Company Securities shall cease to be entitled to the benefits of this Agreement. (b) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective successors, legal representatives, heirs and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 6 contracts
Samples: Stockholders' Agreement (Perry Corp), Stockholders Agreement (Perry Corp), Stockholders' Agreement (Universal American Financial Corp)
Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives, heirs representatives and permitted assigns; provided that rights granted to any Stockholder hereunder may only be assigned in connection with a Transfer of Company Securities in accordance with the terms of this Agreement, and provided further that an Investor’s right to designate Investor Designees (or a Non-Voting Observer) pursuant to Article 2 hereof are only assignable with the written consent of the Company in connection with a Transfer of Company Securities by such Investor to the purported assignee. Any purported assignment not in accordance with this Agreement shall be null and void. Except as may otherwise be expressly provided in this Agreement, any Stockholder that ceases to hold own beneficially any Company Securities shall cease to be entitled to bound by the benefits of terms hereof (other than this AgreementArticle 5).
(b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Company Securities or otherwise. Any Person acquiring Company Securities that is required or permitted by the terms of this Agreement to become a party hereto shall (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit C hereto and shall thenceforth be a “Stockholder”.
(c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives, heirs representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 2 contracts
Samples: Stockholders Agreement (OncBioMune Pharmaceuticals, Inc), Stockholders Agreement (OncBioMune Pharmaceuticals, Inc)
Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors, legal representatives, heirs and permitted assigns; provided that rights granted to any Stockholder hereunder may only be assigned in connection with a Transfer of Company Securities in accordance with the terms of this Agreement, and provided further that an Investor’s 's right to designate Investor Designees (or a Non-Voting Observer) pursuant to Article 2 hereof are only assignable with the written consent of the Company in connection with a Transfer of Company Securities by such Investor to the purported assignee. Any purported assignment not in accordance with this Agreement shall be null and void. Except as may otherwise be expressly provided in this Agreement, any Stockholder that ceases to hold any Company Securities shall cease to be entitled to the benefits of this Agreement.
(b) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective successors, legal representatives, heirs and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Appears in 1 contract
Samples: Stockholders' Agreement (Capital Z Financial Services Fund Ii Lp)