Common use of Entire Agreement; Nonassignability; Parties in Interest Clause in Contracts

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Stockholder without the prior written consent of Acquiror, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror without the consent of or any action by Stockholder upon notice by Acquiror to Stockholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Stockholder Shareholder without the prior written consent of Acquiror, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror without the consent of or any action by Stockholder Shareholder upon notice by Acquiror to Stockholder Shareholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and certificates, exhibits, schedules, documents, instruments and other agreements specifically referred to herein or therein or delivered pursuant hereto or thereto: (including, without limitation, the Proxy) (ia) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and hereof, (iib) are not intended to conferconfer upon any other Person, either explicitly or implicitly, any equitable or legal rights or remedies of any nature whatsoever hereunder, and (c) shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Stockholder otherwise without the prior written consent of Acquirorthe other party; provided, and any such assignment or delegation however, that is not consented to shall be null and void. This AgreementBuyer may, together with any rights, interests or obligations of Acquiror hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror without the consent of the Sellers, (i) assign any or any action by Stockholder upon notice by Acquiror all of its rights and interests hereunder to Stockholder as herein provided. Subject one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder, (iii) direct the preceding sentenceSellers, at the Closing and on behalf of the Buyer, to transfer title to all or some of the Purchased Assets directly to one of more of its Affiliates, and (iv) assign its rights to indemnification under this Agreement upon a sale or transfer of Buyer or all or substantially all of the assets of Buyer; provided, however, that Buyer shall be binding upon, inure remain obligated to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned)perform all its obligations under this Agreement if not performed by such Affiliates.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, including the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person Person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law Law or otherwise, by Stockholder the Shareholder without the prior written consent of AcquirorParent, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror Parent hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror Parent without the consent of of, or any action by Stockholder by, the Shareholder upon notice by Acquiror Parent to Stockholder the Shareholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, including any person Person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) Transaction Documents constitute the entire agreement among the parties Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandingsundertakings, both written and oral, among the parties Parties, or any of them, with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any thereof. No Party may assign its rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or delegate its obligations under this Agreement may be assigned or delegated, in whole or in partAgreement, by operation of law or otherwise, by Stockholder without the prior written consent of Acquirorthe other Parties, and any such attempted assignment or delegation that is not consented to in violation of this Section 11.3 shall be null and void. This Notwithstanding the preceding sentence, the Buyer may, without the prior written consent of the Seller, assign its rights under this Agreement, together with any rights, interests or obligations of Acquiror hereunder, may be assigned or delegated in whole or in part by Acquiror part, to any affiliate one or more of Acquiror without its Subsidiaries; provided, however, that no such assignment shall relieve the consent Buyer of or any action by Stockholder upon notice by Acquiror to Stockholder as herein providedits obligations hereunder. Subject to This Agreement and the preceding sentence, this Agreement rights and obligations hereunder shall be binding upon, upon and inure solely to the benefit of, and be enforceable by, of the parties hereto Parties and their respective successors successors, heirs, legal representatives and assigns (includingpermitted assigns. Except as set forth in Article X, without limitationnothing in this Agreement, express or implied, is intended to or shall confer upon any person to whom other Person any Shares are soldright, transferred benefit or assigned)remedy of any nature whatsoever under or by reason of this Agreement.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, including the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Stockholder the Shareholder without the prior written consent of AcquirorParent, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror Parent hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror Parent without the consent of or any action by Stockholder the Shareholder upon notice by Acquiror Parent to Stockholder the Shareholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, including any person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, including the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Stockholder the Shareholder without the prior written consent of Acquirorthe Company, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror the Company hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror the Company without the consent of or any action by Stockholder the Shareholder upon notice by Acquiror the Company to Stockholder the Shareholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, including any person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Stockholder without the prior written consent of Acquiror, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror without the consent of or any action by Stockholder upon notice by Acquiror to Stockholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned)assigns.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto or in connection with the Merger (includingincluding the Optionholder’s Investor Questionnaire, without limitationand Lock-Up Agreement (if applicable), the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. The provisions of this Cancellation Agreement shall survive the Effective Time and the closing of the transactions contemplated by the Merger Agreement. Neither this Cancellation Agreement nor any of the rights, interests, or obligations under this Cancellation Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Stockholder either party without the prior written consent of Acquirorthe other party, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror hereunder, except that the Buyer may be assigned or delegated in whole or in part by Acquiror assign this Cancellation Agreement to any affiliate direct or indirect wholly-owned subsidiary of Acquiror the Buyer without the prior consent of or any action by Stockholder upon notice by Acquiror to Stockholder as herein providedthe Optionholder. Subject to the preceding sentence, this Cancellation Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned)assigns. The Transitory Subsidiary is an express third party beneficiary of this Cancellation Agreement.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither Except as provided in Section 1(a), neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Stockholder without the prior written consent of AcquirorParent, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror Parent hereunder, may be assigned or delegated in whole or in part by Acquiror Parent to any affiliate of Acquiror Parent to which Parent assigns its rights under the Merger Agreement without the consent of or any action by Stockholder upon notice by Acquiror Parent to Stockholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective permitted successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, including the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder; provided, however, that the provisions of Section 6 are intended to inure to the benefit of, and to be enforceable by, the Released Parties. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Stockholder Shareholder without the prior written consent of Acquiror, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror without the consent of or any action by Stockholder Shareholder upon notice by Acquiror to Stockholder Shareholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, including any person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Stockholder the Shareholder without the prior written consent of Acquirorthe Company, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror the Company hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror the Company without the consent of or any action by Stockholder the Shareholder upon notice by Acquiror the Company to Stockholder the Shareholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, including any person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither Except as provided in SECTION 1(A), neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Stockholder Stockholders without the prior written consent of AcquirorPurchaser, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror Purchaser hereunder, may be assigned or delegated in whole or in part by Acquiror Purchaser to any affiliate of Acquiror Purchaser without the consent of or any action by Stockholder Stockholders upon notice by Acquiror Purchaser to Stockholder Stockholders as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned)assigns.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person Person other than the parties hereto any rights or remedies hereunder. Neither Except as provided in Section 1(a), neither this Agreement nor any of the rights, interests, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Stockholder without the prior written consent of Acquirorthe Purchaser, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror the Purchaser hereunder, may be assigned or delegated in whole or in part by Acquiror the Purchaser to any affiliate of Acquiror the Purchaser without the consent of or any action by Stockholder upon notice by Acquiror the Purchaser to Stockholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned)assigns.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither Except as provided in Section 1(a), neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Stockholder without the prior written consent of AcquirorPurchaser, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror Purchaser hereunder, may be assigned or delegated in whole or in part by Acquiror Purchaser to any affiliate of Acquiror Purchaser without the consent of or any action by Stockholder upon notice by Acquiror Purchaser to Stockholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned)assigns.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither The parties hereto have not relied on and expressly disclaim reliance on any representations or statements made outside the terms of this Agreement. None of this Agreement nor or any of the rights, interests, interests or obligations under this Agreement may hereunder shall be assigned or delegatedby any of the parties hereto, in whole or in part, by operation of law Law or otherwise, by Stockholder without the prior written consent of Acquirorthe other parties, and any attempt to make any such assignment or delegation that is not consented to without such consent shall be null and void. This AgreementNotwithstanding the foregoing, together with Merger Sub may assign, in its sole discretion, any and all rights, interests or and obligations of Acquiror hereunder, may be assigned or delegated in whole or in part by Acquiror under this Agreement to any affiliate wholly owned subsidiary of Acquiror without the consent of or any action by Stockholder upon notice by Acquiror to Stockholder as herein providedCompany’s consent. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements agreements, representations, warranties and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (ii) are not intended to confer, and shall not be construed as conferring, upon any person Person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law Law or otherwise, by Stockholder either party hereto without the prior written consent of Acquirorthe other party hereto, and any such assignment or delegation that is not consented to shall be null and void. This Agreement; provided that notwithstanding the foregoing, together with any Parent may assign or transfer its rights, interests or and obligations of Acquiror hereunder, may be assigned or delegated in whole or in part by Acquiror under this Agreement to any affiliate of Acquiror without Person to which Parent assigns or transfers its rights, interests and obligation under the consent of or any action by Stockholder upon notice by Acquiror to Stockholder as herein providedMerger Agreement in accordance with the Merger Agreement. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person Person to whom any Subject Shares or Subject Options are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, including the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person Person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law Law or otherwise, by the Stockholder without the prior written consent of Acquirorthe Company, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror the Company hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror the Company without the consent of of, or any action by by, the Stockholder upon notice by Acquiror the Company to the Stockholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, including any person Person to whom any Shares are sold, transferred or assigned).