Successors and Assigns; Assignments. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. The Purchaser may, without the consent of any Company Party, sell, assign or delegate to one or more Persons (each an “Assignee”) its rights and obligations under this Agreement or any other Investment Document and all, or any part, of the Obligations; provided, however, that the Company Parties may continue to deal solely and directly with the Purchaser in connection with the interest so assigned to the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee shall have been given to the Company. If the Purchaser assigns to one or more Assignees a fifty percent (50.0%) or lesser interest in and to the then outstanding aggregate principal amount of all Notes, any decisions that the Purchaser is entitled to make under this Agreement, the Notes and the other Investment Documents shall be made by the Purchaser, and the Company may continue to deal solely and directly with respect to the Purchaser in connection with the interests so assigned to the Assignee(s). If the Purchaser assigns to any Assignee more than a fifty percent (50.0%) interest in and to the then outstanding aggregate principal amount of all Notes, any decisions that the Purchaser is entitled to make under this Agreement, the Notes and the other Investment Documents shall be made by the Holders of a majority of the principal amount of the Notes outstanding at the time such decision is made.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Overhill Farms Inc), Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp)
Successors and Assigns; Assignments. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. The Purchaser may, without the consent of any Company Party, sell, assign or delegate to one or more Persons (each an “"Assignee”") its rights and obligations under this Agreement or any other Investment Document and all, or any part, of the Obligations; provided, however, that the Company Parties may continue to deal solely and directly with the Purchaser in connection with the interest so assigned to the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee shall have been given to the Company. If the Purchaser assigns to one or more Assignees a fifty percent (50.0%) or lesser interest in and to the then outstanding aggregate principal amount of all Notesthe Note, any decisions that the Purchaser is entitled to make under this Agreement, the Notes Note and the other Investment Documents shall be made by the Purchaser, and the Company may continue to deal solely and directly with respect to the Purchaser in connection with the interests so assigned to the Assignee(s). If the Purchaser assigns to any Assignee more than a fifty percent (50.0%) interest in and to the then outstanding aggregate principal amount of all Notesthe Note, any decisions that the Purchaser is entitled to make under this Agreement, the Notes Note and the other Investment Documents shall be made by the Holders of a majority of the principal amount of the Notes Note outstanding at the time such decision is made.
Appears in 1 contract
Samples: Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp)
Successors and Assigns; Assignments. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. None of the Company Parties shall assign or delegate any of their rights and obligations hereunder or any interest herein or therein without the prior written consent of the Purchaser. The Purchaser may, without the consent of any Company Party, sell, assign or delegate to one or more Persons (each an “"Assignee”") all or any part of its rights right, title and obligations under interest in and to this Agreement and the other Investment Documents, including, without limitation, all or any other Investment Document and all, or any part, part of the Obligations, subject to compliance with applicable federal and state securities laws; provided, however, that the Company Parties may continue to deal solely and directly with the Purchaser in connection with the any right, title or interest so assigned to the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee Assignee, shall have been given to the Company. If the Purchaser assigns to one or more Assignees any Assignee a fifty percent (50.0%) or lesser interest in and to the then outstanding aggregate principal amount of all Notesthe Note then outstanding, any decisions that the Purchaser is entitled to make under this Agreement, the Notes Note and the other Investment Documents shall be made by the Purchaser, and the Company may continue to deal solely and directly with respect to the Purchaser in connection with the interests so assigned to the Assignee(s)Assignee. If the Purchaser assigns to any Assignee more than a fifty percent (50.0%) interest in and to the then outstanding aggregate principal amount of all Notesthe Note then outstanding, any decisions that the Purchaser is entitled to make under this Agreement, the Notes Note and the other Investment Documents shall be made by the Holders of a majority of the principal amount of the Notes outstanding at the time such decision is made.108
Appears in 1 contract
Successors and Assigns; Assignments. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. The Purchaser may, without the consent of any Company Partythe Company, sell, assign or delegate to one or more Persons (each an “"Assignee”") all or any part of its rights right, title and obligations under interest in and to this Agreement Agreement, the Notes or any other Investment Document and allRelated Agreement, including, without limitation, all or any part, part of the ObligationsObligations to Purchaser, subject to compliance with applicable federal and state securities laws; provided, however, that, in any privately negotiated transaction involving a sale or assignment by the Purchaser of any such right, title or interest, the Purchaser shall obtain from the Assignee in writing investment intent representations which would be customarily obtained in transactions of such nature; and provided further, however, that the Company Parties may continue to deal solely and directly with the Purchaser in connection with the any right, title or interest so assigned to the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee Assignee, shall have been given to the Company. If the Purchaser assigns to one or more Assignees any Assignee a fifty percent (50.0%) or lesser interest in and to the then outstanding aggregate principal amount of all Notesthe Notes then outstanding, any decisions that the Purchaser is entitled to make under this Agreement, the Notes and the other Investment Documents Related Agreements shall be made by the Purchaser, and the Company may continue to deal solely and directly with respect to the Purchaser in connection with the interests so assigned to the Assignee(s). If the Purchaser assigns to any Assignee more than a fifty percent (50.0%) interest in and to the then outstanding aggregate principal amount of all Notes, any decisions that the Purchaser is entitled to make under this Agreement, the Notes and the other Investment Documents shall be made by the Holders of a majority of the principal amount of the Notes outstanding at the time such decision is madeAssignee.
Appears in 1 contract
Samples: Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp)
Successors and Assigns; Assignments. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. The Purchaser may, without the consent of any Company Party, sell, assign or delegate to one or more Persons (each an “"Assignee”") its rights and obligations under this Agreement or any other Investment Document and all, or any part, of the Obligations; provided, however, that the Company Parties may continue to deal solely and directly with the Purchaser in connection with the interest so assigned to the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee shall have been given to the Company. If the Purchaser assigns to one or more Assignees any Assignee a fifty percent (50.0%) or lesser interest in and to the then outstanding aggregate principal amount of all Notesthe Note, any decisions that the Purchaser is entitled to make under this Agreement, the Notes Note and the other Investment Documents shall be made by the Purchaser, and the Company may continue to deal solely and directly with respect to the Purchaser in connection with the interests so assigned to the Assignee(s)Assignee. If the Purchaser assigns to any Assignee more than a fifty percent (50.0%) interest in and to the then outstanding aggregate principal amount of all Notesthe Note, any decisions that the Purchaser is entitled to make under this Agreement, the Notes Note and the other Investment Documents shall be made by the Holders of a majority of the principal amount of the Notes Note outstanding at the time such decision is made.
Appears in 1 contract
Successors and Assigns; Assignments. This Agreement shall inure to ----------------------------------- the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. The Purchaser may, without the consent of the Company or any Company PartyGuarantor, sell, assign or delegate to one or more Persons (each an “"Assignee”") its rights and obligations under this Agreement or any other Investment Document and all, or any part, of the ObligationsObligations to Purchaser and the other -------- rights and obligations of the Purchaser under this Agreement and the other Investment Documents; provided, however, that the Company Parties and the Guarantors may -------- ------- continue to deal solely and directly with the Purchaser in connection with the interest so assigned to the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee shall have been given to the Company. If the Purchaser assigns to one or more Assignees any Assignee a fifty percent (50.0%) or lesser interest in and to the then outstanding aggregate principal amount of all Notesthe Note, any decisions that the Purchaser is entitled to make under this Agreement, the Notes Note and the other Investment Documents shall be made by the Purchaser, and the Company may continue to deal solely and directly with respect to the Purchaser in connection with the interests so assigned to the Assignee(s)Assignee. If the Purchaser assigns to any Assignee more than a fifty percent (50.0%) interest in and to the then outstanding aggregate principal amount of all Notesthe Note, any decisions that the Purchaser is entitled to make under this Agreement, the Notes Note and the other Investment Documents shall be made by the Holders of a majority of the principal amount of the Notes Note outstanding at the time such decision is made.
Appears in 1 contract