Common use of Successors, Assigns and Transferees Clause in Contracts

Successors, Assigns and Transferees. Any and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other party; provided, however, that the Investors shall be entitled to transfer Registrable Securities to one or more of their affiliates and, solely in connection therewith, may assign their rights hereunder in respect of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization, merger, consolidation, reorganization or other similar transaction whereby stockholders of the Company receive (either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunder.

Successors, Assigns and Transferees. Any This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and assigns who agree in writing to be bound by the provisions of this Agreement. The rights of members of the Holder Affiliated Group hereunder may be assigned (but only with all rightsrelated obligations set forth below, duties and obligations provided that the rights of Tether International Limited in its capacity as the Holder hereunder shall may not be assignedassigned without the consent of the Company) in connection with a Transfer of Registrable Securities to a Permitted Transferee of such member. Without prejudice to any other or similar conditions imposed hereunder with respect to such assignment, transferred, delegated or sublicensed by no assignment permitted under the terms of this Section 8(d) will be effective unless and until the Holder has delivered to the Company written notice that such Permitted Transferee has become a member of the Holder Affiliated Group. A Permitted Transferee to whom rights are assigned pursuant to this Section 8(d) may not again assign those rights to any party hereto other Permitted Transferee other than as provided in this Section 8(d). The Company may not assign this Agreement without the prior written consent of the other partyHolder; provided, however, that the Investors shall be entitled to transfer Registrable Securities to one or more of their affiliates and, solely Company may assign this Agreement at any time in connection therewith, may assign their rights hereunder in respect of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability with a sale or obligations hereunder, without the prior consent acquisition of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization, whether by merger, consolidation, reorganization sale of all or other similar transaction whereby stockholders substantially all of the Company receive (either directlyCompany’s assets, through an exchangeor similar transaction, via dividend from without the Company consent of the Holder so long as the successor or otherwise) equity (acquiring Person agrees in writing to assume all of the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the Company’s rights and obligations under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunderAgreement.

Successors, Assigns and Transferees. Any and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other party; provided, however, that the Investors shall be entitled to transfer Registrable Securities to one or more of their affiliates and, solely in connection therewith, may assign their rights hereunder in respect of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization, merger, consolidation, reorganization or other similar transaction whereby stockholders of the Company receive (either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunderhereunder or otherwise provides substantially similar rights to the Investors.

Successors, Assigns and Transferees. Any This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns under this Section 11.2. The provisions of this Agreement which are for the benefit of a holder of Registrable Securities shall be for the benefit of and enforceable by any transferee of such Registrable Securities; provided that (i) such transferee acquires such Registrable Securities in accordance with all of the terms of the Stockholders Agreement and this Agreement and pursuant to an express assignment from the transferor, and (ii) such transferee executes a joinder agreement agreeing to be bound by all of the transferor’s obligations hereunder, including, without limitation, Section 5 hereof, copies of which shall have been delivered to the Company (each such transferee, a “Permitted Transferee”). Notwithstanding anything herein to the contrary, the Management Stockholders must exercise all rights hereunder on behalf of any of their Permitted Transferees and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party other parties hereto without the prior written consent of the other party; provided, however, that the Investors shall be entitled to transfer Registrable Securities to one deal exclusively with the Management Stockholders and rely on the consent, waiver or more any other action by the Management Stockholders as the consent, waiver or other action, as the case may be, of their affiliates and, solely in connection therewith, may assign their rights hereunder in respect any such Permitted Transferees of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization, merger, consolidation, reorganization or other similar transaction whereby stockholders of the Company receive (either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunderManagement Stockholders.

Successors, Assigns and Transferees. Any and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other party; provided, however, that the Investors shall be entitled to transfer Registrable Securities to one or more of their affiliates and, solely in connection therewith, may assign their rights hereunder in respect of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The In the event that the Company shall not consummate any recapitalization, is a party to a merger, consolidation, reorganization share exchange or other similar business combination transaction whereby stockholders in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company receive (either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior the term “Company” shall be deemed to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect refer to such Other Equity as if Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection with such Other Equity were Registrable Securities hereundertransaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.

Successors, Assigns and Transferees. Any This Agreement shall be binding upon and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without inure to the prior written consent benefit of the other partyparties hereto and their respective successors, assigns and transferees; provided, howeverthat any such assign and transferee agrees in writing to be bound by the provisions of this Agreement. Upon receipt by the Company of such written agreement, that the Investors such assign or transferee shall be entitled to transfer Registrable Securities to one or more of their affiliates deemed a “Stockholder” (and, solely unless expressly excluded from the definition thereof in connection therewithSection 6.1, may assign their rights a “Minority Stockholder”) hereunder in respect of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence for all purposes of this Section 3.5 Agreement. In addition, and whether or not any express assignment shall be null and void. Subject to the foregoing and except as otherwise provided hereinhave been made, the provisions of this Agreement shall inure to which are for the benefit of, and be or are binding upon, the successorsparties hereto other than the Company shall also be for the benefit of, permitted assignsbinding upon and enforceable by any such assign or transferee or other subsequent holder of any Registrable Securities, heirs, executors and administrators subject to the provisions respecting the minimum numbers or percentages of shares of Registrable Securities or of the parties heretovoting power represented by such Registrable Securities required in order to be entitled to certain rights, or take certain actions, contained herein. The Notwithstanding anything to the contrary in this Agreement, the Company shall not consummate any recapitalization, may assign this Agreement in connection with a merger, consolidation, reorganization or other similar transaction whereby stockholders sale, transfer or contribution of all or substantially all of the assets or stock of the Company receive (either directlyto any of its subsidiaries or Affiliates, through an exchangeand, via dividend from upon the consummation of any such merger, reorganization, sale, transfer or contribution, such subsidiary or Affiliate shall automatically and without further action assume all of the obligations and succeed to all the rights of the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunderAgreement.

Successors, Assigns and Transferees. Any and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other partyparties; provided, however, that the Investors shall be entitled to transfer Registrable Securities to one or more of their affiliates and, solely in connection therewith, may assign their rights hereunder in respect of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization, merger, consolidation, reorganization or other similar transaction whereby stockholders of the Company receive (either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunder.

Successors, Assigns and Transferees. Any and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other party; provided, however, that the Investors shall be entitled to transfer Registrable Securities to one or more of their affiliates and, solely in connection therewith, may assign their rights hereunder in respect of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization, merger, consolidation, reorganization or other similar transaction whereby stockholders shareholders of the Company receive (either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunder.

Successors, Assigns and Transferees. Any This Agreement and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other party; provided, however, that the Investors provisions hereof shall be entitled to transfer Registrable Securities to one or more of their affiliates and, solely in connection therewith, may assign their rights hereunder in respect of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null binding upon and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties heretohereto and their respective successors and permitted assigns. The Company shall not consummate may assign this Agreement at any recapitalizationtime in connection with a sale or acquisition of the Company, whether by merger, consolidation, reorganization sale of all or other similar transaction whereby stockholders substantially all of the Company receive (either directlyCompany’s assets, through an exchangeor similar transaction, via dividend from without the Company consent of any HL Management Stockholder; provided that the successor or otherwise) equity (acquiring Person agrees in writing to assume all of the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the Company’s rights and obligations under this Agreement. Each HL Management Stockholder may assign its rights and obligations under this Agreement with respect to any transferee that acquires Registrable Shares from such Other Equity HL Management Stockholder in a transaction that does not violate the Share Restrictions; provided that such transferee executes an agreement to be bound hereby in the form attached hereto as Exhibit A (a “Joinder”), an executed counterpart of which shall be furnished to the Company. Notwithstanding the foregoing, if such Other Equity were Registrable Securities hereundertransfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertakings.

Successors, Assigns and Transferees. Any This Agreement shall be ----------------------------------- binding upon and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without inure to the prior written consent benefit of the other party; providedparties hereto and their respective successors and permitted assigns. In addition, howeverand provided that an express assignment shall have been made, that the Investors and a copy of which shall be entitled have been delivered to transfer Registrable Securities to one or more of their affiliates and, solely in connection therewith, may assign their rights hereunder in respect of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement which are for the benefit of a holder of Registrable Securities shall inure be for the benefit of and enforceable by any subsequent holder of any Registrable Securities, provided -------- that Charter may only assign its rights hereunder to one or more of its Affiliates which have acquired Registrable Securities in accordance with the terms of the Stockholders' Agreement or any third party transferee which has acquired Charter's Registrable Securities in accordance with Section 2.2 of the Stockholders' Agreement and which the Majority Stockholder has approved, such approval not to be unreasonably withheld. Notwithstanding anything herein to the benefit ofcontrary, Charter shall exercise all rights hereunder on behalf of any such Affiliates and the Company and Xxxxx shall be binding uponentitled to deal exclusively with Charter and rely on the consent, waiver or any other action by Charter as the successorsconsent, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization, merger, consolidation, reorganization waiver or other similar transaction whereby stockholders action, as the case may be, of the Company receive (either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunderAffiliates.

Successors, Assigns and Transferees. Any and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other party; provided, however, that the Investors shall be entitled to transfer Registrable Securities to one or more of their affiliates and, solely in connection therewith, may assign their rights hereunder in respect of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization, merger, consolidation, reorganization or other similar transaction whereby stockholders of the Company receive (either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunder.. Confidential Treatment Requested by Prelude Therapeutics Incorporated Pursuant To 17 C.F.R. Section 200.83

Successors, Assigns and Transferees. Any and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other party; provided, however, that the Investors shall be entitled to transfer Registrable Securities to one or more of their affiliates and, solely in connection therewith, may assign their rights hereunder in respect of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate In connection with any recapitalization, merger, consolidation, reorganization or other similar transaction whereby stockholders shareholders of the Company are entitled to receive (either directly, through an exchange, via dividend from the Company or otherwise) equity securities (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior the Company shall use its best efforts to the consummation thereof, cause the Other Entity assumesto assume, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunder.

Successors, Assigns and Transferees. Any This Agreement shall be ----------------------------------- binding upon and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without inure to the prior written consent benefit of the other party; providedparties hereto and their respective successors and permitted assigns, howeversubject to the transfer restrictions set forth in the Stockholders' Agreement. In addition, and provided that the Investors an express assignment shall be entitled have been made, and a copy of which shall have been delivered to transfer Registrable Securities to one or more of their affiliates and, solely in connection therewith, may assign their rights hereunder in respect of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement which are for the benefit of a holder of Registrable Securities shall inure be for the benefit of and enforceable by any subsequent holder of any Registrable Securities (which subsequent holder shall be deemed to be an Outside Investor hereunder), provided that each such subsequent holder became a holder of -------- Registrable Securities in accordance with the Stockholders' Agreement. Notwithstanding anything herein to the benefit of, and be binding uponcontrary, the successors, permitted assigns, heirs, executors assignors of Registrable Securities shall continue to exercise all rights hereunder on behalf of any such transferees or assignees and administrators of the parties hereto. The Company shall not consummate be entitled to deal exclusively with such assignors and rely on the consent, waiver or any recapitalizationother action by the assignors as the consent, merger, consolidation, reorganization waiver or other similar transaction whereby stockholders action, as the case may be, of the Company receive (either directly, through an exchange, via dividend from the Company any such transferees or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunderassignees.

Successors, Assigns and Transferees. Any and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other party; provided, however, that the Investors shall be entitled to transfer Registrable Securities to one or more of their affiliates and, solely in connection therewith, may assign their rights hereunder in respect of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the CompanyCompany (such consent not to be unreasonably conditioned, withheld or delayed); provided further, however the Company is, within a reasonable time after such transfer, furnished with written notice of such transfer and such transferee and the Registrable Securities with respect to which such rights are being transferred. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization, merger, consolidation, reorganization or other similar transaction whereby stockholders of the Company receive (either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunder.

Successors, Assigns and Transferees. Any This Agreement shall be ----------------------------------- binding upon and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without inure to the prior written consent benefit of the other party; providedparties hereto and their respective successors and permitted assigns, howeversubject to the transfer restrictions set forth in the Stockholders' Agreement. In addition, and provided that the Investors an express assignment shall be entitled have been made, and a copy of which shall have been delivered to transfer Registrable Securities to one or more of their affiliates and, solely in connection therewith, may assign their rights hereunder in respect of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement which are for the benefit of a holder of Registrable Securities shall inure be for the benefit of and enforceable by any subsequent holder of any Registrable Securities (which subsequent holder shall be deemed to be an Outside Investor hereunder), provided that each such subsequent holder became a holder of Registrable Securities in accordance with the Stockholders' Agreement. Notwithstanding anything herein to the benefit of, and be binding uponcontrary, the successors, permitted assigns, heirs, executors assignors of Registrable Securities shall continue to exercise all rights hereunder on behalf of any such transferees or assignees and administrators of the parties hereto. The Company shall not consummate be entitled to deal exclusively with such assignors and rely on the consent, waiver or any recapitalizationother action by the assignors as the consent, merger, consolidation, reorganization waiver or other similar transaction whereby stockholders action, as the case may be, of the Company receive (either directly, through an exchange, via dividend from the Company any such transferees or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunderassignees.

Successors, Assigns and Transferees. Any This Agreement shall be binding upon and all rights, duties inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign its rights and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other party; provided, however, except that the Investors shall be entitled to transfer Registrable Securities to one University or more of their affiliates and, solely in connection therewith, Centene may assign their respective rights and obligations hereunder in respect to (a) any person or entity to which Company Shares are transferred by such party, or (b) to any Affiliate of such transferred Registrable Securitiesparty, and, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence transferee shall be deemed a "party" for purposes of this Section 3.5 Agreement, provided that such assignment of rights shall be null and void. Subject contingent upon the transferee providing a written instrument to the foregoing Company notifying the Company of such transfer and except as otherwise provided hereinassignment and agreeing in writing to be bound by the terms of this Agreement. Notwithstanding the foregoing, any person or entity to which any Company Shares or Registrable Shares are transferred by a party hereto, whether voluntarily or by operation of law, shall be bound by the provisions terms of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization, merger, consolidation, reorganization or other similar transaction whereby stockholders of the Company receive (either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity same extent as if such Other Equity transferee were a party hereunder and no party hereto shall transfer any Company Shares or Registrable Securities hereunderShares unless the transferee provides a written instrument to the Company notifying the Company of such transfer and agreeing in writing to be bound by the terms of this Agreement. Any assignment in contravention of this provision shall be void.

Successors, Assigns and Transferees. Any and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other party; provided, however, that the Investors shall be entitled to transfer Registrable Securities to one or more of their affiliates and, solely in connection therewith, may assign their rights hereunder in respect of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization, merger, consolidation, reorganization or other similar transaction whereby stockholders of the Company receive (either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, assumes the obligations under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunder.

Successors, Assigns and Transferees. Any and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other party; provided, however, that the Investors shall be entitled to transfer Registrable Securities to one or more of their affiliates and, solely in connection therewith, may assign their rights hereunder in respect of such transferred Registrable SecuritiesSecurities to one or more of their affiliates, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization, merger, consolidation, reorganization or other similar transaction whereby stockholders of the Company receive (either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunder, provided, that such Other Entity shall not be required to assume such obligations if, upon consummation of such transaction, the Investors would be able to resell the Other Equity without limitations as to volume or manner of sales pursuant to Rule 144.

Successors, Assigns and Transferees. Any and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other party; provided, however, that the Investors Investor shall be entitled to transfer Registrable Securities to one or more of their affiliates and, solely in connection therewith, may assign their rights hereunder in respect of such transferred Registrable Securities, in each case, so long as such the Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization, merger, consolidation, reorganization or other similar transaction whereby stockholders of the Company receive (either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunder.

Successors, Assigns and Transferees. Any and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other party; provided, however, that the Investors shall be entitled to transfer Registrable Securities to one or more of their affiliates and, solely in connection therewith, may assign their rights hereunder in respect of such transferred Registrable SecuritiesSecurities to one or more of their affiliates, in each case, so long as such Investor is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The Company shall not consummate any recapitalization, merger, consolidation, reorganization or other similar transaction whereby stockholders shareholders of the Company receive (either directly, through an exchange, via dividend from the Company or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunderhereunder provided, that such Other Entity shall not be required to assume such obligations if, upon consummation of such transaction, the Investors would be able to resell the Other Equity without limitations as to volume or manner of sales pursuant to Rule 144.