Common use of Successors; Assignment; Amendments Clause in Contracts

Successors; Assignment; Amendments. The Existing Investors may not assign this Agreement to any person without the prior written consent of Vantiv and the Audit Committee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the Existing Investors may pledge some or all of its rights, interests or entitlements under this Agreement to any U.S. money center bank in connection with a bona fide loan or other indebtedness; provided further, however, that the Existing Investors may, without the prior written consent of Vantiv, assign its rights to any of a) a wholly owned Subsidiary of the Existing Investors (or, in the case of Advent, any Advent Stockholder), b) an entity taxed as a partnership, disregarded entity, grantor trust or other flow-through entity for Federal Income Tax purposes that is controlled by the Existing Investors (or, in the case of Advent, the Existing Investors’ Representative, any Advent Stockholder or any general partner of any Advent Stockholder), or c) any Person to which the Fifth Third transfers the Warrant (but only with respect to the Puts associated with the Warrant). Vantiv may not assign any of their rights, interests or entitlements under this Agreement without the consent of the Existing Investors, not to be unreasonably withheld or delayed; provided, however, that Vantiv may assign its rights to a wholly-owned subsidiary of Vantiv without the prior written consent of the Existing Investors; provided, further, however, that no such assignment shall relieve the Existing Investors or Vantiv of any of its obligations hereunder. Subject to each of the two immediately preceding sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns including any acquirer of all or substantially all of the assets of Vantiv. Any amendment to this Agreement will be subject to approval by a majority of the independent directors of Vantiv, provided, however, that Section 6.01 of this Agreement shall not be amended, changed or modified in such a manner that is materially adverse to the interests of the Lenders (as such term is defined in the Loan Agreement), each of which shall be a third party beneficiary of this Agreement solely for purposes of this last sentence in Section 8.06.

Successors; Assignment; Amendments. The Existing Investors JPDN may not assign this Agreement to any person without the prior written consent of Vantiv and the Audit Committee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the Existing Investors JPDN may pledge some or all of its rights, interests or entitlements under this Agreement to any U.S. money center bank in connection with a bona fide loan or other indebtedness; provided further, however, that the Existing Investors JPDN may, without the prior written consent of Vantiv, assign its rights to any of a) a wholly owned Subsidiary of the Existing Investors (orJPDN, in the case of Advent, any Advent Stockholder), or b) an entity taxed as a partnership, disregarded entity, grantor trust or other flow-through entity for Federal Income Tax purposes that is controlled by the Existing Investors (or, in the case of Advent, the Existing Investors’ Representative, any Advent Stockholder or any general partner of any Advent Stockholder), or c) any Person to which the Fifth Third transfers the Warrant (but only with respect to the Puts associated with the Warrant)JPDN. Vantiv may not assign any of their rights, interests or entitlements under this Agreement without the consent of the Existing InvestorsJPDN, not to be unreasonably withheld or delayed; provided, however, that Vantiv may assign its rights to a wholly-owned subsidiary of Vantiv without the prior written consent of the Existing InvestorsJPDN; provided, further, however, that no such assignment shall relieve the Existing Investors JPDN or Vantiv of any of its obligations hereunder. Subject to each of the two immediately preceding sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns including any acquirer of all or substantially all of the assets of Vantiv. Any amendment to this Agreement will be subject to approval by a majority of the independent directors of Vantiv, provided, however, that Section 6.01 of this Agreement shall not be amended, changed or modified in such a manner that is materially adverse to the interests of the Lenders (as such term is defined in the Loan Agreement), each of which shall be a third party beneficiary of this Agreement solely for purposes of this last sentence in Section 8.06.

Successors; Assignment; Amendments. The Existing Investors Fifth Third may not assign this Agreement to any person without the prior written consent of Vantiv and the Audit Committee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the Existing Investors Fifth Third may pledge some or all of its rights, interests or entitlements under this Agreement to any U.S. money center bank in connection with a bona fide loan or other indebtedness; provided further, however, that the Existing Investors Fifth Third may, without the prior written consent of Vantiv, assign its rights to any of a) a wholly owned Subsidiary of the Existing Investors (or, in the case of Advent, any Advent Stockholder)Fifth Third, b) an entity taxed as a partnership, disregarded entity, grantor trust or other flow-through entity for Federal Income Tax purposes that is controlled by the Existing Investors (or, in the case of Advent, the Existing Investors’ Representative, any Advent Stockholder or any general partner of any Advent Stockholder)Fifth Third, or c) any Person to which the Fifth Third transfers the Warrant (but only with respect to the Puts Put Units associated with the Warrant). Vantiv may not assign any of their rights, interests or entitlements under this Agreement without the consent of the Existing InvestorsFifth Third, not to be unreasonably withheld or delayed; provided, however, that Vantiv may assign its rights to a wholly-owned subsidiary of Vantiv without the prior written consent of the Existing InvestorsFifth Third; provided, further, however, that no such assignment shall relieve the Existing Investors Fifth Third or Vantiv of any of its obligations hereunder. Subject to each of the two immediately preceding sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns including any acquirer of all or substantially all of the assets of Vantiv. Any amendment to this Agreement will be subject to approval by a majority of the independent directors of Vantiv, provided, however, that Section 6.01 of this Agreement shall not be amended, changed or modified in such a manner that is materially adverse to the interests of the Lenders (as such term is defined in the Loan Agreement), each of which shall be a third party beneficiary of this Agreement solely for purposes of this last sentence in Section 8.06.

Successors; Assignment; Amendments. The Existing Investors Cantor may not assign this Agreement to any person without the prior written consent of Vantiv BGC Corporation and the Audit Committee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the Existing Investors Cantor may pledge some or all of its rights, interests or entitlements under this Agreement to any U.S. money center bank in connection with a bona fide loan or other indebtedness; provided further, however, that the Existing Investors may, Cantor may assign its rights to a wholly owned Subsidiary of Cantor without the prior written consent of Vantiv, assign its rights to any of a) a wholly owned Subsidiary of the Existing Investors (or, in the case of Advent, any Advent Stockholder), b) an entity taxed as a partnership, disregarded entity, grantor trust or other flow-through entity for Federal Income Tax purposes that is controlled by the Existing Investors (or, in the case of Advent, the Existing Investors’ Representative, any Advent Stockholder or any general partner of any Advent Stockholder), or c) any Person to which the Fifth Third transfers the Warrant (but only with respect to the Puts associated with the Warrant)BGC Corporation. Vantiv BGC Corporation may not assign any of their rights, interests or entitlements under this Agreement without the consent of the Existing InvestorsCantor, not to be unreasonably withheld or delayed; provided, however, that Vantiv BGC Corporation may assign its rights to a wholly-owned subsidiary of Vantiv BGC Corporation without the prior written consent of the Existing InvestorsCantor; provided, further, however, that no such assignment shall relieve the Existing Investors Cantor or Vantiv BGC Corporation of any of its obligations hereunder. Subject to each of the two immediately preceding sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns including any acquirer of all or substantially all of the assets of VantivBGC Corporation. Notwithstanding anything in this Section 8.06 to the contrary, as a result of the merger, the Combined Company will assume BGC Partners’ rights and obligations under this Agreement. Any amendment to this Agreement will be subject to approval by a majority of the independent directors of Vantiv, provided, however, that Section 6.01 of this Agreement shall not be amended, changed or modified in such a manner that is materially adverse BGC Partners (if prior to the interests merger) and a majority of the Lenders independent directors of the Combined Company (as such term is defined in if after the Loan Agreementmerger), each of which shall be a third party beneficiary of this Agreement solely for purposes of this last sentence in Section 8.06.

Successors; Assignment; Amendments. The Existing Investors may not assign this Agreement to any person without (a) With the prior written consent of Vantiv and the Audit Committee, which PubCo (such consent shall not to be unreasonably withheld, conditioned or delayed; provided), however, the Existing Investors each TRA Party may pledge some or all assign any of its rights, interests or entitlements rights under this Agreement in whole or in part to any U.S. money center bank Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a bona fide loan or other indebtedness; provided further, however, that the Existing Investors may, without the prior written consent of Vantiv, assign its rights joinder to any of a) a wholly owned Subsidiary of the Existing Investors (orthis Agreement, in the case form reasonably satisfactory to PubCo, agreeing to become a TRA Party for all purposes of Adventthis Agreement, any Advent Stockholder), b) an entity taxed except as a partnership, disregarded entity, grantor trust or other flow-through entity for Federal Income Tax purposes that is controlled by the Existing Investors (or, otherwise provided in the case of Advent, the Existing Investors’ Representative, any Advent Stockholder or any general partner of any Advent Stockholder), or c) any Person to which the Fifth Third transfers the Warrant (but only with respect to the Puts associated with the Warrant). Vantiv may not assign any of their rights, interests or entitlements under this Agreement without the consent of the Existing Investors, not to be unreasonably withheld or delayedsuch joinder; provided, however, that Vantiv (i) to the extent that a TRA Party effectively transfers Units after the date hereof in accordance with the terms of the OpCo LLC Agreement, and any other agreements the TRA Parties may have entered into with each other, or a TRA Party may have entered into with PubCo and/or OpCo, the transferring TRA Party shall assign its to the transferee of such Units the transferring TRA Party’s rights under this Agreement with respect to such transferred Units, and (ii) once any Exchange has occurred, any and all payments that may become payable to a wholly-owned subsidiary of Vantiv without the prior written consent of the Existing Investors; provided, further, however, that no such assignment shall relieve the Existing Investors or Vantiv of any of its obligations hereunder. Subject to each of the two immediately preceding sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns including any acquirer of all or substantially all of the assets of Vantiv. Any amendment TRA Party pursuant to this Agreement will with respect to such Exchange may be subject assigned to approval any Person or Persons. (b) No provision of this Agreement may be amended unless such amendment is approved in writing by (i) the Board and (ii) the TRA Parties who would be entitled to receive at least a majority of the independent directors Early Termination Payments payable to all TRA Parties hereunder if PubCo had exercised its right of Vantiv, provided, however, that Section 6.01 of this Agreement shall not be amended, changed or modified in such a manner that is materially adverse to early termination on the interests date of the Lenders most recent Exchange (as including, for the avoidance of doubt, the Initial Exchange) prior to such term is defined in the Loan Agreement)amendment (excluding, each of which shall be a third party beneficiary of this Agreement solely for purposes of this last sentence sentence, all payments made to any TRA Party pursuant to this Agreement since the date of such most recent Exchange); provided that no such amendment shall be effective, if such amendment will have a disproportionate adverse effect on the payments applicable TRA Parties will or may receive under this Agreement, without such TRA Parties’ consent in Section 8.06writing to such amendment.

Successors; Assignment; Amendments. The Existing Investors may not assign this Agreement to any person without (a) With the prior written consent of Vantiv and the Audit Committee, which PubCo (such consent shall not to be unreasonably withheld, conditioned or delayed; provided), however, the Existing Investors each TRA Party may pledge some or all assign any of its rights, interests or entitlements rights under this Agreement in whole or in part to any U.S. money center bank Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a bona fide loan or other indebtedness; provided further, however, that the Existing Investors may, without the prior written consent of Vantiv, assign its rights joinder to any of a) a wholly owned Subsidiary of the Existing Investors (orthis Agreement, in the case form reasonably satisfactory to PubCo, agreeing to become a TRA Party for all purposes of Adventthis Agreement, any Advent Stockholder), b) an entity taxed except as a partnership, disregarded entity, grantor trust or other flow-through entity for Federal Income Tax purposes that is controlled by the Existing Investors (or, otherwise provided in the case of Advent, the Existing Investors’ Representative, any Advent Stockholder or any general partner of any Advent Stockholder), or c) any Person to which the Fifth Third transfers the Warrant (but only with respect to the Puts associated with the Warrant). Vantiv may not assign any of their rights, interests or entitlements under this Agreement without the consent of the Existing Investors, not to be unreasonably withheld or delayedsuch joinder; provided, however, that Vantiv (i) to the extent that a TRA Party effectively transfers Units after the date hereof in accordance with the terms of the OpCo LLC Agreement, and any other agreements the TRA Parties may have entered into with each other, or a TRA Party may have entered into with PubCo and/or OpCo, the transferring TRA Party shall assign its to the transferee of such Units the transferring TRA Party’s rights under this Agreement with respect to such transferred Units, and (ii) once any Exchange has occurred, any and all payments that may become payable to a wholly-owned subsidiary TRA Party pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons. (b) No provision of Vantiv without this Agreement may be amended unless such amendment is approved in writing by (i) the prior written consent Board and (ii) the TRA Parties who would be entitled to receive at least a majority of the Existing InvestorsEarly Termination Payments payable to all TRA Parties hereunder if PubCo had exercised its right of early termination on the date of the most recent Exchange (including, for the avoidance of doubt, the Initial Sale) prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Party pursuant to this Agreement since the date of such most recent Exchange); provided, further, however, provided that no such assignment amendment shall relieve be effective, if such amendment will have a disproportionate adverse effect on the Existing Investors payments applicable TRA Parties will or Vantiv of any of its obligations hereunder. Subject may receive under this Agreement, without such TRA Parties’ consent in writing to each such amendment. (c) All of the two immediately preceding sentences, terms and provisions of this Agreement will shall be binding upon, shall inure to the benefit of and shall be enforceable by, by the parties and their respective successors successors, assigns, heirs, executors, administrators and assigns including legal representatives. PubCo shall require and cause any acquirer of direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Vantiv. Any amendment PubCo, by written agreement, expressly to assume and agree to perform this Agreement will be subject to approval by a majority of in the independent directors of Vantiv, provided, however, that Section 6.01 of this Agreement shall not be amended, changed or modified in such a same manner that is materially adverse and to the interests of same extent that PubCo would be required to perform if no such succession had taken place. Notwithstanding anything to the Lenders contrary herein, in the event a TRA Party transfers his Units to a Permitted Transferee (as such term is defined in the Loan AgreementOpCo LLCA), each excluding any other TRA Party, such TRA Party shall have the right, on behalf of which shall be a third such transferee, to enforce the provisions of Section 2.03, Section 4.02 or Section 6.01 with respect to such transferred Units. (d) No failure by any party beneficiary to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement solely for purposes Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of this last sentence in Section 8.06any such breach or any other covenant, duty, agreement or condition.

Successors; Assignment; Amendments. The Existing Investors No TRA Party may not assign this Agreement to any person without the prior written consent of Vantiv NPC or Buyer Opco; provided that (i)(A) any SLP Party may assign this Agreement to any Affiliate of such SLP Party that remains an Affiliate of such SLP Party for the term of the Agreement, and (B) any S Corp Party may assign this Agreement to any Affiliate of such S Corp Party that remains an Affiliate of such S Corp Party for the Audit Committeeterm of this Agreement and (ii) any SLP Party or S Corp Party may assign this Agreement following the Effective Time to a third party following compliance with the right of first offer provisions set forth in Section 8.15, which consent and provided, further, that for the avoidance of doubt, the conversion of an S Corp Party to a limited liability company shall not be unreasonably withheld, conditioned or delayed; provided, however, the Existing Investors treated as an assignment subject to this Section 8.06. Neither NPC nor Buyer Opco may pledge some or all assign any of its rights, interests or entitlements under this Agreement to any U.S. money center bank in connection with a bona fide loan or other indebtedness; provided further, however, that the Existing Investors may, without the prior written consent of Vantiv, assign its rights to any of a) a wholly owned Subsidiary of the Existing Investors (or, in the case of Advent, any Advent Stockholder), b) an entity taxed as a partnership, disregarded entity, grantor trust or other flow-through entity for Federal Income Tax purposes that is controlled by the Existing Investors (or, in the case of Advent, the Existing Investors’ Representative, any Advent Stockholder or any general partner of any Advent Stockholder), or c) any Person to which the Fifth Third transfers the Warrant (but only with respect to the Puts associated with the Warrant). Vantiv may not assign any of their rights, interests or entitlements under this Agreement without the consent of the Existing Investors, not to be unreasonably withheld or delayed; provided, however, that Vantiv may assign its rights to a wholly-owned subsidiary of Vantiv without the prior written consent of the Existing Investors; provided, further, however, that no such assignment shall relieve the Existing Investors or Vantiv of any of its obligations hereunderAgreement. Subject to each of the two immediately preceding sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns including any acquirer of all or substantially all of the assets of VantivNPC and/or Buyer Opco. Any amendment to this This Agreement will be subject to approval by a majority of the independent directors of Vantiv, provided, however, that Section 6.01 of this Agreement shall not may only be amended, supplemented or changed or modified in with respect to a TRA Party by a written instrument signed by such TRA Party, on the one hand, and NPC and Buyer Opco, on the other hand. After an assignment, NPC and its Affiliates will treat payments to any assignee of a manner that is materially adverse TRA Party (other than payments to the interests extent treated as Imputed Interest) as resulting in additional Basis Adjustments provided that the relevant TRA Party has delivered NPC prior to the date of the Lenders (as such term assignment a written tax opinion from a nationally recognized tax advisor, which opinion and which advisor are reasonably acceptable to NPC, that such position is defined in the Loan Agreement), each of which shall “more likely than not” to be a third party beneficiary of this Agreement solely for purposes of this last sentence in Section 8.06correct.

Successors; Assignment; Amendments. The Existing Investors No TRA Party may not assign this Agreement Addendum to any person without the prior written consent of Vantiv NPC or Vantiv; provided that (i)(A) any SLP Party may assign this Addendum to any Affiliate of such SLP Party that remains an Affiliate of such SLP Party for the term of the Addendum, and (B) any S Corp Party may assign this Addendum to any Affiliate of such S Corp Party that remains an Affiliate of such S Corp Party for the Audit Committeeterm of this Addendum and (ii) any SLP Party or S Corp Party may assign this Addendum following the date of this Addendum to a third party following compliance with the right of first offer provisions set forth in Section 8.15 of the TRA, which consent and provided, further, that for the avoidance of doubt, the conversion of an S Corp Party to a limited liability company shall not be unreasonably withheld, conditioned or delayed; provided, however, the Existing Investors treated as an assignment subject to this Section 9.6. Neither NPC nor Vantiv may pledge some or all assign any of its rights, interests or entitlements under this Agreement to any U.S. money center bank in connection with a bona fide loan or other indebtedness; provided further, however, that the Existing Investors may, without the prior written consent of Vantiv, assign its rights to any of a) a wholly owned Subsidiary of the Existing Investors (or, in the case of Advent, any Advent Stockholder), b) an entity taxed as a partnership, disregarded entity, grantor trust or other flow-through entity for Federal Income Tax purposes that is controlled by the Existing Investors (or, in the case of Advent, the Existing Investors’ Representative, any Advent Stockholder or any general partner of any Advent Stockholder), or c) any Person to which the Fifth Third transfers the Warrant (but only with respect to the Puts associated with the Warrant). Vantiv may not assign any of their rights, interests or entitlements under this Agreement without the consent of the Existing Investors, not to be unreasonably withheld or delayed; provided, however, that Vantiv may assign its rights to a wholly-owned subsidiary of Vantiv without the prior written consent of the Existing Investors; provided, further, however, that no such assignment shall relieve the Existing Investors or Vantiv of any of its obligations hereunderAddendum. Subject to each of the two immediately preceding sentences, this Agreement Addendum will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns including any acquirer of all or substantially all of the assets of NPC and/or Vantiv. Any amendment to this Agreement will be subject to approval by a majority of the independent directors of Vantiv, provided, however, that Section 6.01 of this Agreement shall not This Addendum may only be amended, supplemented or changed or modified in with respect to a TRA Party by a written instrument signed by such TRA Party, on the one hand, and NPC and Vantiv, on the other hand. After an assignment, NPC and its Affiliates will treat payments to any assignee of a manner that is materially adverse TRA Party (other than payments to the interests extent treated as Imputed Interest) as resulting in additional Basis Adjustments provided that the relevant TRA Party has delivered NPC prior to the date of such assignment a written tax opinion from a nationally recognized tax advisor, which opinion and which advisor are reasonably acceptable to NPC, that such position is “more likely than not” to be correct. Notwithstanding anything to the contrary set forth in this Addendum, including this Section 9.6, each party hereto acknowledges and agrees that any assignment made pursuant to Section 8.06 of the Lenders (as TRA must be accompanied by the corresponding assignment of all of such term is defined party’s rights and obligations under this Addendum made in accordance with this Section 9.6, and that none of such party’s rights under this Addendum may be assigned except pursuant to an assignment of all of such party’s rights under this Addendum together with all of such party’s rights and obligations under the Loan Agreement), each TRA pursuant to Section 8.06 of which shall be a third party beneficiary of this Agreement solely for purposes of this last sentence in Section 8.06the TRA.