Common use of Successors and Assigns; Transferees Clause in Contracts

Successors and Assigns; Transferees. 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 pursuant to which the transferee is deemed to hold “restricted securities” as such term is defined in Rule 144(a)(3); provided, however, that Registrable Securities shall not continue to be Registrable Securities if such securities were effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them. Any transferee receiving shares of Registrable Securities in a Transfer shall become a Stockholder party to this Agreement and 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 shares to such transferee. If the Sponsor Transfers 100% of its Registrable Securities, the term “Sponsor” hereunder shall be deemed to include all Stockholders, if any, and any exercise of rights by the Stockholders in such capacity shall be determined by Stockholders holding a majority of Registrable Securities then outstanding. Prior to the Transfer of any Registrable Securities to any transferee, and as a condition thereto, each Stockholder effecting such Transfer shall cause such transferee to deliver to the Company a joinder agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement.

Successors and Assigns; Transferees. 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 pursuant to which the transferee is deemed to hold “restricted securities” as such term is defined in Rule 144(a)(3); provided, however, that Registrable Securities shall not continue to be Registrable Securities (except if such securities were effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them). Any transferee receiving shares of Registrable Securities in a Transfer effected in compliance with the terms of the Stockholders Agreement shall become a Stockholder party to this Agreement and 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 shares to such transferee; provided, that only a transferee of a Sponsor who acquires more than 50% of the Registrable Securities held by the Sponsors will be deemed to be the “Sponsor” for purposes of this Agreement. If the Sponsor Sponsors Transfers 100more than 50% of its Registrable Securities but continues to own Registrable Securities, it shall have the term “Sponsor” hereunder shall be deemed to include all Stockholders, if any, same rights and any exercise of rights by the Stockholders in such capacity shall be determined by Stockholders holding obligations as a majority of Registrable Securities then outstandingRollover Investor under this Agreement. Prior to the Transfer of any Registrable Securities to any transferee, and as a condition thereto, each Stockholder effecting such Transfer shall cause such transferee to deliver to the Company a joinder its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement.