Common use of Successors and Assigns; Transferees Clause in Contracts

Successors and Assigns; Transferees. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Registrable Securities shall continue to be Registrable Securities after any Transfer (except if such securities were effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, sold to the public pursuant to Rule 144 under the Securities Act or sold in a block sale to a financial institution in the ordinary course of its trading business). Any transferee receiving shares of Registrable Securities in a Transfer effected in compliance with the terms of this Agreement shall become an Investor party to this Agreement and shall be subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Person that Transfers such Registrable Securities to such transferee; provided that only a Permitted Transferee of a Clearlake Investor will be deemed to be a Clearlake Investor for purposes of this Agreement. For the avoidance of doubt, any transferee receiving Registrable Securities in a Transfer that is not a Clearlake Investor or a Permitted Transferee of a Clearlake Investor or its Affiliates will become a party to this Agreement without the benefit of the right to initiate Demand Registrations or other rights afforded to the Clearlake Investors hereunder. Other than with respect to a pledge permitted pursuant to Section 5.2.3 hereof, prior to the Transfer of any Registrable Securities to any transferee, and as a condition thereto, each Investor effecting such Transfer shall (a) cause such transferee to deliver to the Company and each of the Investors its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (b) if such Transfer is to a Permitted Transferee, remain directly liable for the performance by such Permitted Transferee of all obligations of such transferee under this Agreement. (b) Prior to the Transfer by any HOVRS Party of any of the Company's Capital Stock to any transferee, and as a condition thereto, such HOVRS Party shall cause such transferee to deliver to the Company and each of the Investors its written agreement, in form and substance reasonably satisfactory to the Company, to be subject to the terms and conditions of this Agreement to the same extent, and in the same capacity, as the HOVRS Party that Transfers such Capital Stock to such transferee; provided that this Section 11.4(b) shall not apply to Transfers of Capital Stock that (x) are effectively registered under the Securities Act and disposed of in accordance with a registration statement covering such Capital Stock, or (y) constitute sales to the public pursuant to Rule 144 under the Securities Act or block sales to financial institutions in the ordinary course of their trading business.

Successors and Assigns; Transferees. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Registrable Securities shall continue to be Registrable Securities after any Transfer (except if such securities were effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, sold to the public pursuant to Rule 144 under the Securities Act or sold in a block sale to a financial institution in the ordinary course of its trading business). Any transferee receiving shares of Registrable Securities in a Transfer effected in compliance with the terms of this Agreement shall become an Investor a Shareholder, party to this Agreement and shall be subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Person that Transfers such Registrable Securities to such transferee; provided that only a Permitted Transferee of a Clearlake Investor Sponsor will be deemed to be a Clearlake Investor Sponsor for purposes of this Agreement. For the avoidance of doubt, any transferee receiving Registrable Securities in a Transfer that is not a Clearlake Investor Sponsor or a Permitted Transferee of a Clearlake Investor Sponsor or its Affiliates will become a party to this Agreement without the benefit of the right to initiate Demand Registrations or other rights afforded to the Clearlake Investors Sponsors hereunder. Other than with respect to a pledge permitted pursuant to Section 5.2.3 hereof, prior Prior to the Transfer of any Registrable Securities to any transferee, and as a condition thereto, each Investor Shareholder effecting such Transfer shall (a) cause such transferee to deliver to the Company and each of the Investors Shareholders its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (b) if such Transfer is to a Permitted Transferee, remain directly liable for the performance by such Permitted Transferee of all obligations of such transferee under this Agreement. (b) Prior to the Transfer by any HOVRS Party of any of the Company's Capital Stock to any transferee, and as a condition thereto, such HOVRS Party shall cause such transferee to deliver to the Company and each of the Investors its written agreement, in form and substance reasonably satisfactory to the Company, to be subject to the terms and conditions of this Agreement to the same extent, and in the same capacity, as the HOVRS Party that Transfers such Capital Stock to such transferee; provided that this Section 11.4(b) shall not apply to Transfers of Capital Stock that (x) are effectively registered under the Securities Act and disposed of in accordance with a registration statement covering such Capital Stock, or (y) constitute sales to the public pursuant to Rule 144 under the Securities Act or block sales to financial institutions in the ordinary course of their trading business.

Successors and Assigns; Transferees. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Registrable Securities shall continue to be Registrable Securities after any Transfer (except if such securities were effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, sold to the public pursuant to Rule 144 under the Securities Act or sold in a block sale to a financial institution in the ordinary course of its trading business). Any transferee receiving shares of Registrable Securities in a Transfer effected in compliance with the terms of this Agreement shall become an Investor party to this Agreement and shall be subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Person that Transfers such Registrable Securities to such transferee; provided that only a Permitted Transferee of a Clearlake Investor will be deemed to be a Clearlake Investor for purposes of this Agreement. For the avoidance of doubt, any transferee receiving Registrable Securities in a Transfer that is not a Clearlake Investor or a Permitted Transferee of a Clearlake Investor or its Affiliates will become a party to this Agreement without the benefit of the right to initiate Demand Registrations or other rights afforded to the Clearlake Investors hereunder. Other than with respect to a pledge permitted pursuant to Section 5.2.3 hereof, prior to the Transfer of any Registrable Securities to any transferee, and as a condition thereto, each Investor effecting such Transfer shall (a) cause such transferee to deliver to the Company and each of the Investors its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (b) if such Transfer is to a Permitted Transferee, remain directly liable for the performance by such Permitted Transferee of all obligations of such transferee under this Agreement. (b) Prior to the Transfer by any HOVRS Party of any of the Company's ’s Capital Stock to any transferee, and as a condition thereto, such HOVRS Party shall cause such transferee to deliver to the Company and each of the Investors its written agreement, in form and substance reasonably satisfactory to the Company, to be subject to the terms and conditions of this Agreement to the same extent, and in the same capacity, as the HOVRS Party that Transfers such Capital Stock to such transferee; provided that this Section 11.4(b) shall not apply to Transfers of Capital Stock that (x) are effectively registered under the Securities Act and disposed of in accordance with a registration statement covering such Capital Stock, or (y) constitute sales to the public pursuant to Rule 144 under the Securities Act or block sales to financial institutions in the ordinary course of their trading business.

Successors and Assigns; Transferees. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Registrable Securities shall continue to be Registrable Securities after any Transfer (except if such securities were effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, sold to the public pursuant to Rule 144 under the Securities Act or sold in a block sale to a financial institution in the ordinary course of its trading business). Any transferee receiving shares of Registrable Securities in a Transfer effected in compliance with the terms of this the Shareholder Agreement shall become an Investor a Shareholder, party to this Agreement and shall be subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Person that Transfers such Registrable Securities to such transferee; provided that only a Permitted Transferee of a Clearlake Investor Majority Sponsor will be deemed to be a Clearlake Investor Majority Sponsor for purposes of this Agreement. For the avoidance of doubt, any transferee receiving Registrable Securities in a Transfer that is not a Clearlake Investor Majority Sponsor or a Permitted Transferee of a Clearlake Investor Majority Sponsor or its Affiliates will become a party to this Agreement without the benefit of the right to initiate Demand Registrations or other rights afforded to the Clearlake Investors Majority Sponsors hereunder. Other than with respect to a pledge permitted pursuant to Section 5.2.3 hereof, prior Prior to the Transfer of any Registrable Securities to any transferee, and as a condition thereto, each Investor Shareholder effecting such Transfer shall (a) cause such transferee to deliver to the Company and each of the Investors Shareholders its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (b) if such Transfer is to a Permitted Transferee, remain directly liable for the performance by such Permitted Transferee of all obligations of such transferee under this Agreement. (b) Prior to the Transfer by any HOVRS Party of any of the Company's Capital Stock to any transferee, and as a condition thereto, such HOVRS Party shall cause such transferee to deliver to the Company and each of the Investors its written agreement, in form and substance reasonably satisfactory to the Company, to be subject to the terms and conditions of this Agreement to the same extent, and in the same capacity, as the HOVRS Party that Transfers such Capital Stock to such transferee; provided that this Section 11.4(b) shall not apply to Transfers of Capital Stock that (x) are effectively registered under the Securities Act and disposed of in accordance with a registration statement covering such Capital Stock, or (y) constitute sales to the public pursuant to Rule 144 under the Securities Act or block sales to financial institutions in the ordinary course of their trading business.

Successors and Assigns; Transferees. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Registrable Securities shall continue to be Registrable Securities after any Transfer (except if such securities were effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, sold to the public pursuant to Rule 144 under the Securities Act or sold in a block sale to a financial institution in the ordinary course of its trading business). Any transferee receiving shares of Registrable Securities in a Transfer effected in compliance with the terms of this Agreement shall become an Investor a Shareholder party to this Agreement and shall be subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Person that Transfers such Registrable Securities to such transferee; provided that only a Permitted Transferee of a Clearlake Investor Sponsor will be deemed to be a Clearlake Investor Sponsor for purposes of this Agreement. For the avoidance of doubt, any transferee receiving Registrable Securities in a Transfer that is not a Clearlake Investor Sponsor or a Permitted Transferee of a Clearlake Investor Sponsor or its Affiliates will become a party to this Agreement without the benefit of the right to initiate Demand Registrations or other rights afforded to the Clearlake Investors Sponsors hereunder. Other than with respect to a pledge permitted pursuant to Section 5.2.3 hereof, prior to the Transfer of any Registrable Securities to any transferee, and as a condition thereto, each Investor Shareholder effecting such Transfer shall (a) cause such transferee to deliver to the Company and each of the Investors Shareholders its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (b) if such Transfer is to a Permitted Transferee, remain directly liable for the performance by such Permitted Transferee of all obligations of such transferee under this Agreement. (b) Prior to the Transfer by any HOVRS Party of any of the Company's Capital Stock to any transferee, and as a condition thereto, such HOVRS Party shall cause such transferee to deliver to the Company and each of the Investors its written agreement, in form and substance reasonably satisfactory to the Company, to be subject to the terms and conditions of this Agreement to the same extent, and in the same capacity, as the HOVRS Party that Transfers such Capital Stock to such transferee; provided that this Section 11.4(b) shall not apply to Transfers of Capital Stock that (x) are effectively registered under the Securities Act and disposed of in accordance with a registration statement covering such Capital Stock, or (y) constitute sales to the public pursuant to Rule 144 under the Securities Act or block sales to financial institutions in the ordinary course of their trading business.

Successors and Assigns; Transferees. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Registrable Securities shall continue to be Registrable Securities after any Transfer (except if such securities were effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, them or sold to the public pursuant to Rule 144 under the Securities Act or sold in a block sale to a financial institution in the ordinary course of its trading businessAct). Any transferee receiving shares of Registrable Securities in a Transfer effected in compliance with the terms of this the Stockholders Agreement shall become an Investor a Stockholder, party to this Agreement and shall be subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Person that Transfers such Registrable Securities shares to such transferee; provided that only a Permitted Transferee of a Clearlake Sponsor will be deemed to be a Sponsor for purposes of this Agreement; and provided further that only a Permitted Transferee of an Investor will be deemed to be a Clearlake an Investor for purposes of this Agreement. For the avoidance of doubt, any transferee receiving Registrable Securities in a Transfer that is not a Clearlake Investor Sponsor or a Permitted Transferee of a Clearlake Investor Sponsor or its Affiliates will become a party to this Agreement without the benefit of the right to initiate trigger Demand Registrations or other rights afforded to the Clearlake Investors Sponsors hereunder. Other than with respect to a pledge permitted pursuant to Section 5.2.3 hereof, prior Prior to the Transfer of any Registrable Securities to any transferee, and as a condition thereto, each Investor Stockholder effecting such Transfer shall (a) cause such transferee to deliver to the Company and each of the Investors its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (b) if such Transfer is to a Permitted Transferee, remain directly liable for the performance by such Permitted Transferee of all obligations of such transferee under this Agreement. (b) Prior to the Transfer by any HOVRS Party of any of the Company's Capital Stock to any transferee, and as a condition thereto, such HOVRS Party shall cause such transferee to deliver to the Company and each of the Investors its written agreement, in form and substance reasonably satisfactory to the Company, to be subject to the terms and conditions of this Agreement to the same extent, and in the same capacity, as the HOVRS Party that Transfers such Capital Stock to such transferee; provided that this Section 11.4(b) shall not apply to Transfers of Capital Stock that (x) are effectively registered under the Securities Act and disposed of in accordance with a registration statement covering such Capital Stock, or (y) constitute sales to the public pursuant to Rule 144 under the Securities Act or block sales to financial institutions in the ordinary course of their trading business.