Common use of Successors and Assigns: Joinder Agreement Clause in Contracts

Successors and Assigns: Joinder Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Notwithstanding the foregoing, neither Parent nor the Company shall have the right to assign its rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the independent directors of Parent or the Company, as the case may be, and all of the other parties hereto, and any such assignment without such consent shall be void and have no effect on the rights of the Exchanging Members hereunder. Any Exchanging Member shall be entitled to assign any or all of his, her or its rights hereunder in conjunction with the assignment or transfer of his, her or its Appleton Class B Exchangeable Units or the right to receive such units to a third party (a “Permitted Transferee”). All Permitted Transferees shall be required as a condition to any such assignment or transfer, to become a party to this Agreement as an Exchanging Member by executing a Joinder Agreement and Parent and the Company shall counter sign and deliver to such Permitted Transferee an executed Joinder Agreement promptly following receipt of a validly executed Joinder Agreement from such Permitted Transferee and any failure by a Permitted Transferee to execute such Joinder Agreement shall cause the relevant assignment and/or transfer to be void and to have no effect on the rights and obligations of the other parties party to this Agreement.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Paperweight Development Corp), Equity Purchase Agreement (Hicks Acquisition CO II, Inc.)

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Successors and Assigns: Joinder Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Notwithstanding the foregoing, neither Parent nor the Company shall have the right to assign its rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the independent directors of Parent or the Company, as the case may be, and all of the other parties hereto, and any such assignment without such consent shall be void and have no effect on the rights of the Exchanging Members hereunder. Any Exchanging Member shall be entitled to assign any or all of his, her or its rights hereunder in conjunction with the assignment or transfer of his, her or its Appleton New Crumbs Class B Exchangeable Units or the right to receive such units to a third party that is not prohibited by the New Crumbs LLC Agreement, the Lock-Up Agreements (as defined in the Business Combination Agreement) or the Business Combination Agreement (a “Permitted Transferee”). All Permitted Transferees shall be required as a condition to any such assignment or transfer, to become a party to this Agreement as an Exchanging Member by executing a Joinder Agreement and Parent and the Company shall counter sign and deliver to such Permitted Transferee an executed Joinder Agreement promptly following receipt of a validly executed Joinder Agreement from such Permitted Transferee and any failure by a Permitted Transferee to execute such Joinder Agreement shall cause the relevant assignment and/or transfer to be void and to have no effect on the rights and obligations of the other parties party to this AgreementTransferee.

Appears in 1 contract

Samples: Exchange and Support Agreement (57th Street General Acquisition Corp)

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Successors and Assigns: Joinder Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Notwithstanding the foregoing, neither Parent nor the Company shall have the right to assign its rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the independent directors of Parent or the Company, as the case may be, and all of the other parties hereto, and any such assignment without such consent shall be void and have no effect on the rights of the Exchanging Members hereunder. , Any Exchanging Member shall be entitled to assign any or all of his, her or its rights hereunder in conjunction with the assignment or transfer of his, her or its Appleton New Crumbs Class B Exchangeable Units or the right to receive such units to a third party that is not prohibited by the New Crumbs LLC Agreement, the Lock-Up Agreements (as defined in the Business Combination Agreement) or the Business Combination Agreement (a “Permitted Transferee”). All Permitted Transferees shall be required as a condition to any such assignment or transfer, to become a party to this Agreement as an Exchanging Member by executing a Joinder Agreement and Parent and the Company shall counter sign and deliver to such Permitted Transferee an executed Joinder Agreement promptly following receipt of a validly executed Joinder Agreement from such Permitted Transferee and any failure by a Permitted Transferee to execute such Joinder Agreement shall cause the relevant assignment and/or transfer to be void and to have no effect on the rights and obligations of the other parties party to this AgreementTransferee.

Appears in 1 contract

Samples: Exchange and Support Agreement (57th Street General Acquisition Corp)

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