Common use of Binding Effect; Assignability; Benefit Clause in Contracts

Binding Effect; Assignability; Benefit. (a) This Agreement shall become effective as of the Effective Date and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns; provided, that this Agreement shall not inure to the benefit of or be binding on any Person acquiring Company Securities in the open market following the First Public Offering; provided, further, that this Agreement may not be assigned by the Company. Any Shareholder that ceases to own beneficially any Company Securities shall cease to be bound by the terms hereof (a “Termination Event”) (other than (i) the provisions of Section 3.5 (Indemnification by the Company), Section 3.6 (Indemnification by Participating Shareholders), Section 3.7 (Conduct of Indemnification Proceedings) and Section 3.8 (Contribution) hereto applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Company Securities and such Shareholder participates in the registration, and (ii) Section 5.1 (Confidentiality) and this Article 6); provided, that such Shareholder shall remain liable for any breaches of this Agreement, including without limitation breaches occurring in connection with the Transfer of Shares, occurring prior to a Termination Event. Notwithstanding the foregoing sentence, this Agreement shall inure to the benefit of and be binding upon any Shareholder in the event such Shareholder or any of its Affiliates re-acquires any Company Securities after a Termination Event. (b) Except as set forth in Section 3.5 and Section 6.15 hereto, 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 and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall become effective as of the Effective Date Time and shall be binding upon, inure solely to the benefit of of, and be binding upon enforceable by, the parties hereto and their respective successors and permitted assigns (including, for the avoidance of doubt, a Shareholder’s heirs, successorslegal representatives, legal representatives successors and permitted assigns); provided, however, that this Agreement shall not inure to the benefit of or be binding on on, or be assignable or transferable by any Shareholder to, any Person acquiring Company Securities in the open market following the First any Public Offering; provided, further, that this Agreement may not be assigned by the CompanyOffering or pursuant to Rule 144. Any Shareholder that ceases to own beneficially any Company Securities shall cease to be bound by the terms hereof (a “Termination Event”) (other than (i) the provisions of Section 3.5 (Indemnification by the Company)2.5, Section 3.6 (Indemnification by Participating Shareholders)2.6, Section 3.7 (Conduct of Indemnification Proceedings) 2.7 and Section 3.8 (Contribution) hereto 2.8 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Company Securities and such (ii) Section 5.2, Section 5.3, Section 5.4, Section 5.5, Section 5.6, Section 5.7, Section 5.8 and Section 5.11. Notwithstanding the foregoing, the contractual rights provided under Article 4 shall survive, and shall not terminate, until the date that a Shareholder participates ceases to beneficially own any securities of the Company. (b) This Agreement is not intended to, and shall not, confer on any other Person any rights or remedies hereunder. (c) Except as provided in this Section 5.1, (i) a Shareholder may not assign any rights or delegate any obligations under this Agreement without the registrationprior written consent of the Company, and (ii) Section 5.1 (Confidentiality) and this Article 6); provided, that such Shareholder shall remain liable for the Company may not assign any breaches of rights or delegate any obligations under this Agreement, including without limitation breaches occurring in connection each case, with the Transfer of Shares, occurring prior regard to a Termination EventShareholder without the prior written consent of such Shareholder. Notwithstanding Any such purported assignment or delegation made in violation of the foregoing sentence, this Agreement shall inure to the benefit of be null and be binding upon any Shareholder in the event such Shareholder or any of its Affiliates re-acquires any Company Securities after a Termination Eventvoid. (b) Except as set forth in Section 3.5 and Section 6.15 hereto, 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 and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall become effective as of the Effective Date and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns; provided, that this Agreement shall not inure to the benefit of or be binding on any Person acquiring Company Securities in the open market following the First Public Offering; provided, further, that this Agreement may not be assigned by the Company. Any Shareholder that ceases to own beneficially any Company Securities shall cease to be bound by the terms hereof (a “Termination Event”) (other than (i) the provisions of Section 3.5 (Indemnification by the Company)Sections 5.05, Section 3.6 (Indemnification by Participating Shareholders)5.06, Section 3.7 (Conduct of Indemnification Proceedings) 5.07, 5.08 and Section 3.8 (Contribution) hereto 5.10 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Company Securities and such Shareholder participates in the registration, and (ii) Section 5.1 Sections 6.01 (Confidentiality) and this Article 6); provided, that which shall survive as against such Shareholder shall remain liable for any breaches of this Agreement, including without limitation breaches occurring in connection with the Transfer of Shares, occurring prior to a Termination Event. Notwithstanding the foregoing sentence, this Agreement shall inure to the benefit of and be binding upon any Shareholder in the event two years after such Shareholder or any of its Affiliates re-acquires ceases to beneficially own any Company Securities after a Termination EventSecurities), 7.02, 7.05, 7.06, 7.07 and 7.08). (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, except that any Permitted Transferee acquiring Company Securities shall (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto and shall thenceforth be a “Shareholder”. The Company shall not issue any shares of its capital stock to any Person, unless that Person executes and delivers an agreement to be bound by the terms of this Agreement in the Form of Exhibit A hereto. (c) Except as otherwise set forth in Section 3.5 Sections 5.05, 5.06 and Section 6.15 hereto5.08, nothing in this Agreement, expressed or implied, is intended to confer on any Person Person, other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Binding Effect; Assignability; Benefit. (a) This Agreement shall become effective as of the Effective Date and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns; provided, that this Agreement shall not inure to the benefit of or be binding on any Person acquiring Company Securities in the open market following the First Public Offering; provided, further, that this Agreement may not be assigned by the Company. Any Shareholder that ceases to own beneficially any Company Securities shall cease to be bound by the terms hereof (a “Termination Event”) (other than (i) the provisions of Section 3.5 (Indemnification by the Company)Sections 5.05, Section 3.6 (Indemnification by Participating Shareholders)5.06, Section 3.7 (Conduct of Indemnification Proceedings) 5.07, 5.08 and Section 3.8 (Contribution) hereto 5.10 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Company Securities and such Shareholder participates in the registrationSecurities, and (ii) Section 5.1 6.01 and (Confidentialityiii) and this Article 67); provided, that such Shareholder shall remain liable for any breaches of this Agreement, including without limitation breaches occurring in connection with the Transfer of Shares, occurring prior to a Termination Event. Notwithstanding the foregoing sentence, this Agreement shall inure to the benefit of and be binding upon any Shareholder in the event such Shareholder or any of its Affiliates re-acquires any Company Securities after a Termination Event. (b) Except as set forth 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, except that any Person acquiring Company Securities that is required or permitted by the terms of this Agreement or any employment agreement or stock purchase, option, stock option or other compensation plan of the Company or any Subsidiary 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 Section 3.5 the form of Exhibit A hereto and Section 6.15 hereto, nothing shall thenceforth be a "SHAREHOLDER". (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 and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.