Lightyear Transferees Clause Samples
The "Lightyear Transferees" clause defines the specific individuals or entities who are permitted to receive a transfer of rights or obligations under the agreement, typically in the context of a transaction involving Lightyear. This clause outlines the criteria or process by which transferees are identified, such as requiring approval from certain parties or limiting transfers to affiliates or pre-approved entities. Its core practical function is to control and restrict the assignment or transfer of contractual interests, thereby ensuring that only suitable or intended parties become involved in the agreement and reducing the risk of unwanted third-party participation.
Lightyear Transferees. (a) Subject to Section 3.1(b), no Transferee of Lightyear shall be obligated, or entitled to rights, under this Agreement.
(b) No Transferee shall have any rights or obligations under this Agreement, except to the extent that Lightyear shall expressly assign all or a portion of its rights and obligations hereunder to such Transferee (and such rights shall be further transferable to any further Transferee subject to this Section 3.1(b)).
(c) Prior to the consummation of a Transfer from Lightyear, to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Transferee shall (i) agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 3.1(b) and (ii) provide the Company and the other parties to this Agreement at such time complete information for notices under this Agreement.
Lightyear Transferees. 14 SECTION 3.2. Transfer Restrictions..........................15 SECTION 3.3. Legends........................................15
Lightyear Transferees. (a) Subject to Section 3.1(b), no Transferee of Lightyear shall be obligated, or entitled to rights, under this Agreement.
(b) No Transferee shall have any rights or obligations under this Agreement, except to the extent that Lightyear shall expressly assign all or a portion of its rights and obligations hereunder (including under Article II and Article IV) to such Transferee (and such rights shall be further transferable to any further Transferee subject to this Section 3.1(b)); provided, that (and notwithstanding Section 2.6), with respect to the rights granted to Lightyear pursuant to Article II, no Transferee shall be entitled to such rights unless such Transferee shall hold Lightyear Securities (and/or other Voting Securities) representing the applicable percentage of Voting Power of the Company that would be required for Lightyear to continue to enjoy such rights; provided, further, that only one of Lightyear or its Transferee (or subsequent Transferee), and not more than one Person at any time, shall have each consent right provided in Section 2.3; provided, further, that subject to the requirement that any holder of rights meet the requisite Voting Power percentage, the total number of Director nominees (pursuant to Section 2.1(a)) or Registrations on request (pursuant to Section 4.2(a)(ii)) may be allocated between Lightyear and its Transferee.
(c) Prior to the consummation of a Transfer from Lightyear, to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Transferee shall (i) agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 3.1(b) and (ii) provide the Company and the other parties to this Agreement at such time complete information for notices under this Agreement.