Common use of Assignment; Benefit Clause in Contracts

Assignment; Benefit. Neither this Agreement nor any of the rights, interests or obligations herein may be assigned by any party hereto without the prior written consent of the other parties and any purported assignment in violation hereof shall be null and void ab initio; provided, that, Parent and Merger Sub may assign all or any of their rights and obligations hereunder to any Affiliate so long as (a) Parent and Merger Sub continue to remain liable for all of such rights and obligations as if no such assignment had occurred, and (b) such assignment in no way causes a material delay or materially impairs the ability of Parent and Merger Sub to consummate the Transactions; and provided, further, that Parent and Merger Sub may, without the prior written consent of the other parties, grant a security interest in, and collaterally assign, any of their rights under this Agreement to the Financing Sources in connection with the Debt Financing. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto and their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except (i) from and after the Offer Acceptance Time, the provisions of Article 2 relating to the payment of the Merger Consideration, which shall be enforceable by the holders of Shares immediately prior to the Offer Acceptance Time who validly tendered and did not withdraw Shares pursuant to the Offer, (ii) from and after the Effective Time, (A) the provisions of Article 2 relating to the payment of the Per Share Amount, the Merger Consideration and the RSU Consideration, which shall be enforceable by the holders of Company Common Stock and Company Equity Awards, as applicable, as of immediately prior to the Effective Time and (B) the provisions of Section 6.8, which shall be enforceable by the Persons or entities benefiting therefrom. Notwithstanding the foregoing, the Financing Sources shall be third-party beneficiaries of each of the Financing Provisions (it being understood and agreed that the provisions of such Sections will be enforceable by the Financing Sources).

Assignment; Benefit. Neither this This Agreement nor any of the rights, interests or obligations herein may shall not be assigned by any party hereto without the prior written consent of the other parties and any purported assignment in violation hereof shall be null and void ab initio; provided, that, Parent and Merger Sub may assign all hereto (whether by operation of law or any of their rights and obligations hereunder to any Affiliate so long as (aotherwise) Parent and Merger Sub continue to remain liable for all of such rights and obligations as if no such assignment had occurred, and (b) such assignment in no way causes a material delay or materially impairs the ability of Parent and Merger Sub to consummate the Transactions; and provided, further, that Parent and Merger Sub may, without the prior written consent of the other parties; provided, grant that Parent or Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (a) one or more of its Affiliates at any time, (b) after the Effective Time, to any parties providing secured debt financing for purposes of creating a security interest inherein or otherwise assigning this Agreement as collateral in respect of such secured debt financing, and collaterally assign(c) after the Effective Time, to any Person; provided, that any assignment by Parent or Merger Sub shall not relieve Parent or Merger Sub of their rights under this Agreement to the Financing Sources in connection with the Debt Financingits obligations hereunder. Notwithstanding anything contained in this Agreement to the contrarycontrary and subject to Section 9.15(f), nothing in this Agreement, expressed express or implied, is intended to confer on any Person other than the parties hereto and or their respective successors heirs, successors, executors, administrators and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except for (ix) from and after the Offer Acceptance Time, the provisions of Article 2 relating to the payment rights of the Company’s stockholders to receive the Per Share Merger Consideration, which shall be enforceable by Consideration at the holders of Shares immediately prior to the Offer Acceptance Effective Time who validly tendered and did not withdraw Shares pursuant to the Offerterms and conditions of this Agreement, (ii) from and after the Effective Time, (Ay) the provisions rights of Article 2 relating to the payment of the Per Share Amount, the Merger Consideration and the RSU Consideration, which shall be enforceable by the holders of Company Common Stock Equity Awards to receive the payments in respect thereof following the Effective Time pursuant to Section 2.06, and Company Equity Awards(z) the rights of the Indemnified Parties pursuant to Section 6.11. For the avoidance of doubt, as applicable, as of immediately prior to the Effective Time Time, the rights and (B) remedies conferred on the provisions Company’s stockholders pursuant to Article 2 concerning payment of the Aggregate Merger Consideration and on the holders of Company Equity Awards concerning the payments in respect thereof pursuant to Section 6.8, which shall 2.06 may only be enforceable enforced by the Persons or entities benefiting therefromCompany acting on the behalf of the Company’s stockholders and holders of Company Equity Awards. Notwithstanding The parties hereto further agree that the foregoing, the Financing Sources shall be rights of third-party beneficiaries of each of under this Section 9.05 and Section 9.15(f) shall not arise unless and until the Financing Provisions (it being understood and agreed that the provisions of such Sections will be enforceable by the Financing Sources)Merger is consummated.

Assignment; Benefit. Neither this This Agreement nor any of the rights, interests or obligations herein may shall not be assigned by any party hereto without the prior written consent of the other parties and any purported assignment in violation hereof shall be null and void ab initio; provided, that, Parent and Merger Sub may assign all hereto (whether by operation of law or any of their rights and obligations hereunder to any Affiliate so long as (aotherwise) Parent and Merger Sub continue to remain liable for all of such rights and obligations as if no such assignment had occurred, and (b) such assignment in no way causes a material delay or materially impairs the ability of Parent and Merger Sub to consummate the Transactions; and provided, further, that Parent and Merger Sub may, without the prior written consent of the other parties; provided, grant however, that Parent or Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, after the Effective Time, to the Debt Financing Sources or any parties providing secured debt financing for purposes of creating a security interest in, and collaterally assign, any of their rights under herein or otherwise assigning this Agreement to the Financing Sources as collateral in connection with the Debt Financingrespect of such secured debt financing; provided, however, that any assignment by Parent or Merger Sub shall not relieve Parent or Merger Sub of its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed express or implied, is intended to confer on any Person other than the parties hereto and or their respective successors heirs, successors, executors, administrators and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except for (ia) from and after the Offer Acceptance Time, the provisions of Article 2 relating to the payment rights of the Company’s stockholders to receive the Per Share Merger Consideration, which shall be enforceable by Consideration with respect to each outstanding share of Company Common Stock at the holders of Shares immediately prior to the Offer Acceptance Effective Time who validly tendered and did not withdraw Shares pursuant to the Offerterms and conditions of this Agreement, (ii) from and after the Effective Time, (Ab) the provisions rights of Article 2 relating to the payment of the Per Share Amount, the Merger Consideration and the RSU Consideration, which shall be enforceable by the holders of Company Common Stock and Company Equity Awards, as applicable, as of immediately prior Awards to receive the payments in respect thereof following the Effective Time pursuant to Section 2.06 and Section 2.06(b), (c) the rights of the Registered Holders of Company Warrants to receive the payments in respect of the exercise thereof pursuant to the terms of the Company Warrant Agreement, (d) the rights of the Covered Persons pursuant to Section 6.10, (e) the rights of the Parent Related Parties pursuant to Section 8.02(f), and (Bf) the provisions rights of Section 6.8, which shall be enforceable by the Persons or entities benefiting therefrom. Notwithstanding the foregoing, the Debt Financing Sources shall be as set forth in Section 9.15. The parties hereto further agree that the rights of third-party beneficiaries of each of under this Section 9.05 (except for the Financing Provisions rights set forth in subsections (it being understood e) and agreed that (f)) shall not arise unless and until the provisions of such Sections will be enforceable by the Financing Sources)Merger is consummated.

Assignment; Benefit. Neither this (a) This Agreement nor any of the rights, interests or obligations herein may shall not be assigned by any party hereto without the prior written consent of the other parties and any purported assignment in violation hereof shall be null and void ab initio; provided, that, Parent and Merger Sub may assign all hereto (whether by operation of law or any of their rights and obligations hereunder to any Affiliate so long as (aotherwise) Parent and Merger Sub continue to remain liable for all of such rights and obligations as if no such assignment had occurred, and (b) such assignment in no way causes a material delay or materially impairs the ability of Parent and Merger Sub to consummate the Transactions; and provided, further, that Parent and Merger Sub may, without the prior written consent of the other parties; provided that Parent or Merger Sub, grant a security interest inupon prior written notice to the Company, and collaterally may assign, in its sole discretion, any of their rights or all its rights, interests and obligations under this Agreement to the Financing Sources in connection with the Debt Financing. Parent or to any direct or indirect wholly owned Subsidiary of Parent; provided, further, that no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder. (b) Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto and or their respective successors successors, and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except (i) from and after the Offer Acceptance Time, the provisions of Article 2 relating Section 6.09 (D&O Coverage) and Section 9.02 (Survival) shall inure to the payment benefit of the Merger Consideration, which shall Persons or entities benefiting therefrom who are expressly intended to be enforceable by third-party beneficiaries thereof and who may enforce the holders of Shares immediately prior to the Offer Acceptance Time who validly tendered and did not withdraw Shares pursuant to the Offercovenants contained therein, (ii) from and after the Effective Time, (A) , the provisions holders of Article 2 relating to the payment Shares shall be beneficiaries of the Per Share Amount, obligation to pay the Merger Consideration and the RSU Consideration, which shall be enforceable by the holders of Company Common Stock and Company Equity Awardsor Offer Prices, as applicable, (iii) from and after the acceptance of the Offer, the holders of Shares validly tendered and not validly withdrawn shall be beneficiaries of the obligation to pay the Company Share Offer Price and the holders of Preferred Shares shall be beneficiaries of the obligation to pay the Series A Offer Price, the Series A-1 Offer Price and the Series A-2 Offer Price, as of immediately prior to applicable, and (iv) from and after the Effective Time and (B) Time, the provisions of Section 6.8, which 2.08 (Treatment of Equity Awards; Employee Stock Purchase Plan) shall be enforceable by inure to the Persons or entities benefiting therefrom. Notwithstanding benefit of those entitled to the payments thereunder; notwithstanding the foregoing, the Financing Sources Company shall be third-party beneficiaries entitled and have the right to pursue and recover damages in the name of each and on behalf of its stockholders in the Financing Provisions (it being understood and agreed that the provisions event of such Sections will be enforceable any breach by the Financing Sources)Parent or Merger Sub of this Agreement.

Assignment; Benefit. Neither this This Agreement nor any of the rights, interests or obligations herein may shall not be assigned by any party hereto without the prior written consent of the other parties and any purported assignment in violation hereof shall be null and void ab initio; provided, that, Parent and Merger Sub may assign all hereto (whether by operation of law or any of their rights and obligations hereunder to any Affiliate so long as (aotherwise) Parent and Merger Sub continue to remain liable for all of such rights and obligations as if no such assignment had occurred, and (b) such assignment in no way causes a material delay or materially impairs the ability of Parent and Merger Sub to consummate the Transactions; and provided, further, that Parent and Merger Sub may, without the prior written consent of the other parties; provided, grant that Parent or Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (a) one or more of its Affiliates at any time, (b) after the Effective Time, to any parties providing secured debt financing for purposes of creating a security interest inherein or otherwise assigning this Agreement as collateral in respect of such secured debt financing, and collaterally assign(c) after the Effective Time, to any Person; provided, that any assignment by Parent or Merger Sub shall not relieve Parent or Merger Sub of their rights under this Agreement to the Financing Sources in connection with the Debt Financingits obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed express or implied, is intended to confer on any Person other than the parties hereto and or their respective successors heirs, successors, executors, administrators and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except for (ia) from and after the Offer Acceptance Time, the provisions of Article 2 relating to the payment rights of the Company’s stockholders to receive the Merger Consideration, which shall be enforceable by Consideration at the holders of Shares immediately prior to the Offer Acceptance Effective Time who validly tendered and did not withdraw Shares pursuant to the Offerterms and conditions of this Agreement, (ii) from and after the Effective Time, (Ab) the provisions rights of Article 2 relating to the payment of the Per Share Amount, the Merger Consideration and the RSU Consideration, which shall be enforceable by the holders of Company Common Stock Equity Awards to receive the payments in respect thereof following the Effective Time pursuant to Section 2.06, and Company Equity Awards(c) the rights of the Indemnified Parties pursuant to Section 6.11. For the avoidance of doubt, as applicable, as of immediately prior to the Effective Time Time, the rights and (B) remedies conferred on the provisions Company’s stockholders pursuant to Article 2 concerning payment of Section 6.8, which shall the Aggregate Merger Consideration may only be enforceable enforced by the Persons or entities benefiting therefromCompany acting on the behalf of the Company’s stockholders. Notwithstanding The parties hereto further agree that, except for those rights contained in clause (d) of the foregoingsecond preceding sentence, the Financing Sources shall be rights of third-party beneficiaries of each of under this Section 9.05 shall not arise unless and until the Financing Provisions (it being understood and agreed that the provisions of such Sections will be enforceable by the Financing Sources)Merger is consummated.

Assignment; Benefit. Neither this This Agreement nor any of the rights, interests or obligations herein may shall not be assigned by any party hereto without the prior written consent of the other parties and any purported assignment in violation hereof shall be null and void ab initio; provided, that, Parent and Merger Sub may assign all hereto (whether by operation of law or any of their rights and obligations hereunder to any Affiliate so long as (aotherwise) Parent and Merger Sub continue to remain liable for all of such rights and obligations as if no such assignment had occurred, and (b) such assignment in no way causes a material delay or materially impairs the ability of Parent and Merger Sub to consummate the Transactions; and provided, further, that Parent and Merger Sub may, without the prior written consent of the other parties, grant a security interest in, and collaterally assign, any of their rights under this Agreement to the Financing Sources in connection with the Debt Financing. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto and or their respective successors heirs, successors, executors, administrators and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except for (ia) from and after the Offer Acceptance Time, the provisions of Article 2 relating to the payment rights of the Company’s stockholders to receive the Merger Consideration, which shall be enforceable by Consideration at the holders of Shares immediately prior to the Offer Acceptance Effective Time who validly tendered and did not withdraw Shares pursuant to the Offerterms and conditions of this Agreement, (ii) from and after the Effective Time, (Ab) the provisions rights of Article 2 relating to the payment of the Per Share Amount, the Merger Consideration and the RSU Consideration, which shall be enforceable by the holders of Company Common Stock and Company Equity Awards, as applicable, as of immediately prior Awards to receive the payments in respect thereof following the Effective Time pursuant to Section 2.06, (c) the rights of the Indemnified Parties pursuant to Section 6.11 and (Bd) with respect to the provisions Debt Financing Parties, Section 9.08 and Section 9.12, which, in each case, shall inure to the benefit of Section 6.8, which shall be enforceable by the Persons or entities benefiting therefrom. Notwithstanding the foregoing, the Financing Sources shall therefrom who are hereby expressly intended to be third-party beneficiaries thereof and who may enforce the covenants contained therein. For the avoidance of each doubt, prior to the Effective Time, the rights and remedies conferred on the Company’s equity holders pursuant to Article 2 concerning payment of the Financing Provisions (it being understood and agreed that the provisions of such Sections will Aggregate Merger Consideration may only be enforceable enforced by the Financing Sources)Company acting on the behalf of the Company’s equity holders. The parties hereto further agree that, except for those rights contained in clause (d) of the second preceding sentence, the rights of third-party beneficiaries under this Section 9.05 shall not arise unless and until the Merger is consummated.

Assignment; Benefit. Neither this This Agreement nor any of the rights, interests or obligations herein may shall not be assigned by any party hereto without the prior written consent of the other parties and any purported assignment in violation hereof shall be null and void ab initio; provided, that, Parent and Merger Sub may assign all hereto (whether by operation of law or any of their rights and obligations hereunder to any Affiliate so long as (aotherwise) Parent and Merger Sub continue to remain liable for all of such rights and obligations as if no such assignment had occurred, and (b) such assignment in no way causes a material delay or materially impairs the ability of Parent and Merger Sub to consummate the Transactions; and provided, further, that Parent and Merger Sub may, without the prior written consent of the other parties; provided, grant that Parent or Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (a) one or more of its Affiliates at any time, (b) to any parties providing secured debt financing for purposes of creating a security interest inherein or otherwise assigning this Agreement as collateral in respect of such secured debt financing (so long as such assignment or security grant is not effective until the Effective Time), and collaterally assign(c) after the Effective Time, to any Person; provided, that any assignment by Parent or Merger Sub shall not relieve Parent or Merger Sub of their rights under this Agreement to the Financing Sources in connection with the Debt Financingits obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed express or implied, is intended to confer on any Person other than the parties hereto and or their respective successors heirs, successors, executors, administrators and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except for (ix) from and after the Offer Acceptance Time, the provisions of Article 2 relating to the payment rights of the Company’s stockholders to receive the Per Share Merger Consideration, which shall be enforceable by Consideration at the holders of Shares immediately prior to the Offer Acceptance Effective Time who validly tendered and did not withdraw Shares pursuant to the Offerterms and conditions of this Agreement, (ii) from and after the Effective Time, (Ay) the provisions rights of Article 2 relating to the payment of the Per Share Amount, the Merger Consideration and the RSU Consideration, which shall be enforceable by the holders of Company Common Stock Equity Awards to receive the payments in respect thereof following the Effective Time pursuant to Section 2.06, and Company Equity Awards(z) the rights of the Covered Persons pursuant to Section 6.10. For the avoidance of doubt, as applicable, as of immediately prior to the Effective Time Time, the rights and (B) remedies conferred on the provisions Company’s stockholders pursuant to Article 2 concerning payment of the Aggregate Merger Consideration and on the holders of Company Equity Awards concerning the payments in respect thereof pursuant to Section 6.8, which shall 2.06 may only be enforceable enforced by the Persons or entities benefiting therefromCompany acting on the behalf of the Company’s stockholders and holders of Company Equity Awards. Notwithstanding The parties hereto further agree that the foregoing, the Financing Sources shall be rights of third-party beneficiaries under this Section 9.05 (except such rights of the Debt Financing Sources and the Debt Financing Related Parties) shall not arise unless and until the Merger is consummated. Notwithstanding anything to the contrary in this Agreement (including this Section 9.05), each of the Debt Financing Provisions Sources and each of their respective Affiliates and funds, and each of and their respective current, former and future direct or indirect equity holders, controlling persons, stockholders, agents, Affiliates, funds, members, managers, general or limited partners, assignees, directors, officers, employees, trustees, representatives, attorneys, accountants and other advisors, agents or consultants (it being understood collectively, and agreed that together with the provisions of such Sections will be enforceable by the Debt Financing Sources, the “Debt Financing Related Parties”) shall be express third-party beneficiaries with respect to Section 8.02(c), Section 8.02(f) the last sentence of Section 9.03(a), this Section 9.05, Section 9.06, Section 9.07, Section 9.08, Section 9.09, and Section 9.15 (collectively, the “Debt Financing Source Provisions”).

Assignment; Benefit. Neither this (a) This Agreement nor any of the rights, interests or obligations herein may shall not be assigned by any party hereto without the prior written consent of the other parties and any purported assignment in violation hereof shall be null and void ab initio; provided, that, Parent and Merger Sub may assign all hereto (whether by operation of law or any of their rights and obligations hereunder to any Affiliate so long as (aotherwise) Parent and Merger Sub continue to remain liable for all of such rights and obligations as if no such assignment had occurred, and (b) such assignment in no way causes a material delay or materially impairs the ability of Parent and Merger Sub to consummate the Transactions; and provided, further, that Parent and Merger Sub may, without the prior written consent of the other parties; provided, grant a security interest inthat Parent or Merger Sub, and collaterally upon prior written notice to the Company, may assign, in its sole discretion, any of their rights or all its rights, interests and obligations under this Agreement to Parent or to any Affiliate of Parent and/or to any Debt Financing Source of Parent pursuant to the terms of the Debt Financing Sources for purposes of creating a security interest herein or otherwise assigning as collateral in connection with respect of the Debt Financing. ; provided, further, that no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder or relieve Parent, Merger Sub or the Equity Financing Sources of any of their respective obligations under the Equity Commitment Letter. (b) Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto and or their respective successors successors, and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except (i) from and after the Offer Acceptance Time, the provisions of Article 2 relating Section 6.09 (Director and Officer Liability) and Section 9.02 (Survival) shall inure to the payment benefit of the Merger Consideration, which shall Persons or entities benefiting therefrom who are expressly intended to be enforceable by third-party beneficiaries thereof and who may enforce the holders of Shares immediately prior to the Offer Acceptance Time who validly tendered and did not withdraw Shares pursuant to the Offercovenants contained therein, (ii) from and after the Effective Time, (A) the provisions of Article 2 relating to the payment of the Per Share Amount, the Merger Consideration and the RSU Consideration, which shall be enforceable by the holders of Company Common Stock Shares shall be beneficiaries of the obligation to pay the Merger Consideration, (iii) from and Company Equity Awardsafter the acceptance of the Offer, as applicablethe holders of Shares validly tendered and not validly withdrawn shall be beneficiaries of the obligation to pay the Offer Price, as of immediately prior to (iv) from and after the Effective Time and (B) Time, the provisions of Section 6.82.09 (Treatment of Equity Awards) shall inure to the benefit of those entitled to the payments thereunder, which and (v) this Section 9.05.(b) shall not be enforceable by construed to limit any recourse of the Persons Company against Parent, Merger Sub, or entities benefiting therefrom. Notwithstanding the foregoing, the Equity Financing Sources shall be third-party beneficiaries of each under and pursuant to the terms of the Financing Provisions (it being understood and agreed that the provisions of such Sections will be enforceable by the Financing Sources)Equity Commitment Letter.

Assignment; Benefit. Neither this This Agreement nor any of the rights, interests or obligations herein may shall not be assigned by any party hereto without the prior written consent of the other parties and any purported assignment in violation hereof shall be null and void ab initio; provided, that, Parent and Merger Sub may assign all hereto (whether by operation of law or any of their rights and obligations hereunder to any Affiliate so long as (aotherwise) Parent and Merger Sub continue to remain liable for all of such rights and obligations as if no such assignment had occurred, and (b) such assignment in no way causes a material delay or materially impairs the ability of Parent and Merger Sub to consummate the Transactions; and provided, further, that Parent and Merger Sub may, without the prior written consent of the other parties; provided, grant a security interest inhowever, that Parent and collaterally assign, any of Merger Sub may: (a) assign their rights under this Agreement to the Financing Sources (x) in connection with a merger or consolidation of Parent or Merger Sub or (y) to any of their respective Affiliates; or (b) collaterally assign to any Debt Financing Source pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Debt Financing, it being understood that, in each case, such assignment will not (i) affect the obligations of the parties to the Equity Commitment Letter or the Guarantees; or (ii) impede or delay the consummation of the Merger or otherwise materially impede the rights of the holders of Company Common Stock and Company Equity Awards pursuant to this Agreement. No assignment by any party will relieve such party of any of its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed express or implied, is intended to confer on any Person other than the parties hereto and or their respective successors heirs, successors, executors, administrators and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except (i) from and after the Offer Acceptance Timefor, the provisions of Article 2 relating to the payment of the Merger Consideration, which shall be enforceable by the holders of Shares immediately prior to the Offer Acceptance Time who validly tendered and did not withdraw Shares pursuant to the Offer, (ii) from and after the Effective Time, (A) , the rights of the holders of the Company Common Stock and Company Equity Awards with respect to provisions of Article 2 relating to the concerning payment of the Per Share Amountapplicable portion of the Aggregate Merger Consideration and/or the Converted Cash Awards, Section 6.11, the last sentence of Section 6.13, Section 6.17(e) and Section 6.20(d), which provisions shall inure to the benefit of the Persons or entities benefiting therefrom who shall be third-party beneficiaries thereof and who may enforce the covenants contained therein; provided, however, that, prior to the Effective Time, the rights and remedies conferred on the holders of the Company Common Stock and Company Equity Awards pursuant to Article 2 concerning payment of the Aggregate Merger Consideration and may only be enforced by the RSU Consideration, which shall be enforceable by Company acting on the behalf of the holders of Company Common Stock and Company Equity Awards, as applicable, as of immediately prior to the Effective Time and (B) the provisions of Section 6.8, which shall be enforceable by the Persons or entities benefiting therefrom. Notwithstanding the foregoing, the Financing Sources shall be third-party beneficiaries of each of the Financing Provisions (it being understood and agreed that the provisions of such Sections will be enforceable by the Financing Sources).

Assignment; Benefit. Neither this This Agreement nor any of the rights, interests or obligations herein may shall not be assigned by any party of the parties hereto (whether by operation of Applicable Law or otherwise) without the prior written consent of the other parties and any purported assignment in violation hereof of this Section 9.05 shall be null and void ab initiovoid; provided, provided that, following the Effective Time, Parent and or Merger Sub may assign all or any of their rights and obligations hereunder to any Affiliate so long as (a) Parent and Merger Sub continue to remain liable for all of such rights and obligations as if no such assignment had occurredSub, and (b) such assignment in no way causes a material delay or materially impairs the ability of Parent and Merger Sub to consummate the Transactions; and provided, further, that Parent and Merger Sub may, without the upon prior written consent of notice to the other partiesCompany, grant a security interest inmay assign, and collaterally assignin its sole discretion, any of their rights or all its rights, interests and obligations under this Agreement to the Financing Sources in connection with the Debt FinancingParent or to any direct or indirect wholly owned Subsidiary of Parent, but no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto and or their respective successors successors, and permitted assigns any rights, remedies, obligations or liabilities Liabilities under or by reason of this Agreement, except for (i) from the provisions of Section 6.09, which shall inure to the benefit of the Persons or entities benefiting therefrom who are expressly intended to be third-party beneficiaries thereof and who may enforce the covenants contained therein, (ii) the provisions of this clause (ii) of Section 9.05, the second proviso of Section 9.03(a), and Sections 9.06, 9.07(b), 9.08 and 9.15 (in each case to the extent such Section relates to the Debt Financing Sources) shall inure to the benefit of the Debt Financing Sources and such Debt Financing Sources shall be entitled to rely on and enforce the provision of such sections and (iii) the provisions of Section 9.15, which shall inure to the benefit of the Company Related Parties and the Parent Related Parties and (iv) at and after the Offer Acceptance Effective Time, the provisions of Article 2 relating Sections 2.06, 2.07 and 2.09 which shall inure to the payment benefit of the Merger Consideration, which shall be enforceable by the holders of Shares immediately prior to the Offer Acceptance Time who validly tendered and did not withdraw Shares pursuant to the Offer, (ii) from and after the Effective Time, (A) the provisions of Article 2 relating to the payment of the Per Share Amount, receive the Merger Consideration and the RSU Consideration, which shall be enforceable by the holders of Company Common Stock Options, Company RSUs and Company Equity Awards, as applicable, as of immediately prior Restricted Stock to receive the Effective Time and (B) the provisions of Section 6.8, which shall be enforceable payments contemplated by the Persons or entities benefiting therefrom. Notwithstanding the foregoing, the Financing Sources shall be third-party beneficiaries of each of the Financing Provisions (it being understood and agreed that the applicable provisions of such Sections will be enforceable by the Financing Sources)sections.

Assignment; Benefit. Neither (a) PURCHASER, without SELLER’s consent, may assign this Agreement nor any to a corporation, general partnership, limited partnership, limited liability company or other lawful entity entitled to do business in the State of New York provided such entity is be controlled by, controlling of, or under common control with PURCHASER (the “Permitted Assignee”). As used herein, the terms "controlled by", "controlling of" and "under common control with" shall mean the ability to vote or direct the vote of more than fifty percent (50%) of the rightsvoting interests of the entity in question. In the event of such an assignment of this Agreement to a Permitted Assignee (i) PURCHASER promptly shall give notice thereof to SELLER, interests or obligations herein which states the Permitted Assignee's name and address for notice purposes and includes with such documentation as may be assigned by necessary to enable SELLER to verify that the Permitted Assignee is controlled by, controlling of under common control with PURCHASER, (iii) the Permitted Assignee shall be deemed to have assumed all obligations of PURCHASER under this Agreement, and (iv) from and after any party hereto such assignment the term “PURCHASER” herein shall be deemed to mean the Permitted Assignee under any such assignment (unless the context clearly indicates otherwise). (b) Except as set forth in Section 24.1 (a) above, PURCHASER may not assign this Agreement without the SELLER’s prior written consent of the other parties which shall not be unreasonably withheld, conditioned or delayed, and any purported such assignment in violation hereof of this Agreement by PURCHASER without SELLER’s prior written consent shall be deemed null and void ab initio; providedvoid. Even if consented to by SELLER, that, Parent and Merger Sub may assign all or any of their rights and obligations hereunder to any Affiliate so long as (a) Parent and Merger Sub continue to remain liable for all of such rights and obligations as if no such assignment had occurred, and (b) such assignment in no way causes a material delay or materially impairs the ability by PURCHASER shall relieve PURCHASER of Parent and Merger Sub to consummate the Transactions; and provided, further, that Parent and Merger Sub may, without the prior written consent of the other parties, grant a security interest in, and collaterally assign, any of their rights its obligations under this Agreement Agreement. (c) Subject to the Financing Sources in connection with the Debt Financing. Notwithstanding anything contained in foregoing provisions of this Article, this Agreement shall be binding upon and inure to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto benefit of SELLER and PURCHASER and their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except (i) from and after the Offer Acceptance Time, the provisions of Article 2 relating to the payment of the Merger Consideration, which shall be enforceable by the holders of Shares immediately prior to the Offer Acceptance Time who validly tendered and did not withdraw Shares pursuant to the Offer, (ii) from and after the Effective Time, (A) the provisions of Article 2 relating to the payment of the Per Share Amount, the Merger Consideration and the RSU Consideration, which shall be enforceable by the holders of Company Common Stock and Company Equity Awards, as applicable, as of immediately prior to the Effective Time and (B) the provisions of Section 6.8, which shall be enforceable by the Persons or entities benefiting therefrom. Notwithstanding the foregoing, the Financing Sources shall be third-party beneficiaries of each of the Financing Provisions (it being understood and agreed that the provisions of such Sections will be enforceable by the Financing Sources)assigns.

Assignment; Benefit. Neither this This Agreement nor any of the rights, interests or obligations herein may shall not be assigned by any party hereto without the prior written consent of the other parties and any purported assignment in violation hereof shall be null and void ab initio; provided, that, Parent and Merger Sub may assign all hereto (whether by operation of law or any of their rights and obligations hereunder to any Affiliate so long as (aotherwise) Parent and Merger Sub continue to remain liable for all of such rights and obligations as if no such assignment had occurred, and (b) such assignment in no way causes a material delay or materially impairs the ability of Parent and Merger Sub to consummate the Transactions; and provided, further, that Parent and Merger Sub may, without the prior written consent of the other parties; provided that Parent or Merger Sub, grant a security interest inupon prior written notice to the Company, and collaterally may assign, in its sole discretion (provided that such assignment shall not impede or delay the consummation of the Offer or the Merger or otherwise impede the rights of stockholders of the Company under this Agreement), any of their rights or all its rights, interests and obligations under this Agreement to the Financing Sources in connection with the Debt FinancingParent or to any direct or indirect wholly-owned Subsidiary of Parent; provided, further, that no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto and or their respective successors successors, and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except (i) from and after the Offer Acceptance Timeacceptance of the Offer, the provisions of Article 2 relating to the payment of the Merger ConsiderationPer Share Amount, which shall be enforceable by the holders of Shares immediately prior to the acceptance of the Offer Acceptance Time who validly tendered and did not withdraw Shares pursuant to the Offer, (ii) from and after the Effective Time, , (A) the provisions of Article 2 relating to the payment of the Per Share Amount, the Merger Consideration Amount and the RSU Option Consideration, which shall be enforceable by the holders of Company Common Stock and Company Equity Awards, as applicable, as of immediately prior to the Effective Time and (B) the provisions of Section 6.8, 6.10 which shall be enforceable by the Persons or entities benefiting therefrom. Notwithstanding the foregoing, the Financing Sources shall be third-party beneficiaries of each of the Financing Provisions therefrom and (it being understood and agreed that iii) the provisions of such Sections will Section 9.04(h) which shall be enforceable by the Financing Sources)Company Related Parties. In addition, the Company shall have the right to pursue claims for damages suffered by holders of Company Common Stock and Company Equity Awards (including the benefit of the bargain lost by such holders, taking into account without limitation the total amount payable to such holders under this Agreement, which shall be deemed to be damages of the Company, but only to the extent such claims are not pursued directly by such holders) and other relief, including equitable relief, in connection with any Willful and Intentional Breach of this Agreement by Parent or Merger Sub. For the avoidance of doubt, other than as expressly set forth in this Section 9.05, no holder of Shares shall have any third party beneficiary rights under this Agreement.

Assignment; Benefit. Neither this (a) This Agreement nor any of the rights, interests or obligations herein may shall not be assigned by any party hereto without the prior written consent of the other parties and any purported assignment in violation hereof shall be null and void ab initio; provided, that, Parent and Merger Sub may assign all hereto (whether by operation of law or any of their rights and obligations hereunder to any Affiliate so long as (aotherwise) Parent and Merger Sub continue to remain liable for all of such rights and obligations as if no such assignment had occurred, and (b) such assignment in no way causes a material delay or materially impairs the ability of Parent and Merger Sub to consummate the Transactions; and provided, further, that Parent and Merger Sub may, without the prior written consent of the other parties; provided, grant that Parent or Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, (i) to any Affiliate of Parent, (ii) to any parties providing secured debt financing for purposes of creating a security interest in, and collaterally assign, any of their rights under herein or otherwise assigning this Agreement to the Financing Sources as collateral in respect of such secured debt financing or (iii) in connection with a merger or consolidation involving Parent, Merger Sub or, after the Debt Financing. Effective Time, the Surviving Corporation or other disposition of all or substantially all of the assets of Parent, Merger Sub or the Surviving Corporation; provided, that any assignment by Parent or Merger Sub shall not relieve Parent or Merger Sub of its obligations hereunder and shall not be permitted if it would have a Parent Material Adverse Effect. (b) Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed express or implied, is intended to confer on any Person other than the parties hereto and or their respective successors heirs, successors, executors, administrators and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except for (i) from and after the Offer Acceptance Time, the provisions of Article 2 relating to the payment rights of the Merger Consideration, which shall be enforceable by Company’s stockholders (other than the holders of Shares immediately prior Company Equity Awards) to receive the Offer Acceptance Per Share Merger Consideration with respect to each outstanding share of Company Common Stock at the Effective Time who validly tendered and did not withdraw Shares pursuant to the Offerterms and conditions of this Agreement, (ii) from the rights of the Debt Financing Sources pursuant to this Section 9.05(b), Section 9.03(a), Section 9.06, Section 9.07, Section 9.08, Section 9.09(b) and after Section 9.14(b) (collectively, the “Debt Financing Provisions”) and (iii) the rights of the Covered Persons pursuant to Section 6.10. For the avoidance of doubt, prior to the Effective Time, (A) the provisions of Article 2 relating to the payment of the Per Share Amount, the Merger Consideration rights and remedies conferred on the RSU Consideration, which shall be enforceable by Company’s stockholders (other than the holders of Company Common Stock and Company Equity Awards, as applicable, as ) pursuant to Article 2 concerning payment of immediately prior to the Effective Time Aggregate Consideration may be enforced (and (Bmay only be enforced) the provisions of Section 6.8, which shall be enforceable by the Persons or entities benefiting therefromCompany acting on the behalf of the Company’s stockholders. Notwithstanding The parties hereto further agree that the foregoing, the Financing Sources shall be rights of third-party beneficiaries under this Section 9.05 (other than clause (ii) of each of this Section 9.05) shall not arise unless and until the Financing Provisions (it being understood and agreed that the provisions of such Sections will be enforceable by the Financing Sources)Merger is consummated.

Assignment; Benefit. Neither this Agreement nor any of the rights, interests or obligations herein may be assigned by any party hereto without the prior written consent of the other parties and any purported assignment in violation hereof shall be null and void ab initio; providedprovided that Parent or Merger Sub, thatupon prior written notice to the Company, Parent and may assign, in its sole discretion (provided that such assignment shall not impede or delay the consummation of the Offer or the Merger Sub may assign all or otherwise impede the rights of stockholders of the Company under this Agreement), any of their rights or all its rights, interests and obligations hereunder under this Agreement to Parent or to any Affiliate so long as (a) Parent and Merger Sub continue to remain liable for all direct or indirect wholly-owned Subsidiary of such rights and obligations as if no such assignment had occurred, and (b) such assignment in no way causes a material delay or materially impairs the ability of Parent and Merger Sub to consummate the TransactionsParent; and provided, further, that no such assignment shall relieve Parent and or Merger Sub may, without the prior written consent of the other parties, grant a security interest in, and collaterally assign, any of their rights under this Agreement to the Financing Sources in connection with the Debt Financingits obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto and their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except (i) from and after the Offer Acceptance Timeconsummation of the Offer, the provisions of Article 2 relating to the payment of the Merger ConsiderationPer Share Amount, which shall be enforceable by the holders of Shares immediately prior to the consummation of the Offer Acceptance Time who validly tendered and did not withdraw Shares pursuant to the Offer, (ii) from and after the Effective Time, , (A) the provisions of Article 2 relating to the payment of the Per Share Amount, the Merger Consideration Amount and the RSU Option Consideration, which shall be enforceable by the holders of Company Common Stock and Company Equity Awards, as applicable, as of immediately prior to the Effective Time and (B) the provisions of Section 6.8, 6.10 which shall be enforceable by the Persons or entities benefiting therefrom. Notwithstanding the foregoing, the Financing Sources shall be third-party beneficiaries of each of the Financing Provisions therefrom and (it being understood and agreed that iii) the provisions of such Sections will Section 9.04(h) which shall be enforceable by the Financing Sources)Company Related Parties. In addition, the Company shall have the right to pursue claims for damages suffered by holders of Company Common Stock and Company Equity Awards (including the benefit of the bargain lost by such holders, taking into account without limitation the total amount payable to such holders under this Agreement, which shall be deemed to be damages of the Company, but only to the extent such claims are not pursued directly by such holders) and other relief, including equitable relief, in connection with any Willful Breach of this Agreement by Parent or Merger Sub. For the avoidance of doubt, other than as expressly set forth in this Section 9.05, no holder of Shares shall have any third party beneficiary rights under this Agreement.

Assignment; Benefit. Neither this This Agreement nor any of the rights, interests or obligations herein may shall not be assigned by any party hereto without the prior written consent of the other parties and any purported assignment in violation hereof shall be null and void ab initio; provided, that, Parent and Merger Sub may assign all hereto (whether by operation of law or any of their rights and obligations hereunder to any Affiliate so long as (aotherwise) Parent and Merger Sub continue to remain liable for all of such rights and obligations as if no such assignment had occurred, and (b) such assignment in no way causes a material delay or materially impairs the ability of Parent and Merger Sub to consummate the Transactions; and provided, further, that Parent and Merger Sub may, without the prior written consent of the other parties; provided that (i) prior to the Closing, grant a security interest in, Parent and collaterally assign, any of Merger Sub may assign their rights under and obligations pursuant to this Agreement (in whole but not in part) to any Affiliate of Parent, provided such assignment shall not impair, delay or prevent the Financing Sources consummation of the Merger, (ii) at or after the Effective Time, Parent and Merger Sub may assign this Agreement for collateral security purposes to any lender providing financing to Parent and (iii) after the Effective Time, Parent or the Surviving Corporation may assign this Agreement, including any or all rights, interests or obligations hereunder, to any Person, including in connection with a merger or consolidation involving Parent or other disposition of all or substantially all of the Debt Financingassets of Parent or the Surviving Corporation. No assignment by any party hereto shall relieve such party of any of its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed express or implied, is intended to confer on any Person other than the parties hereto and or their respective successors heirs, successors, executors, administrators and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except (i) from and after the Offer Acceptance Time, for the provisions of Article 2 relating to the concerning payment of the Aggregate Merger Consideration, Section 6.11 and Section 6.17(e), which provisions shall be enforceable by the holders of Shares immediately prior inure to the Offer Acceptance Time who validly tendered and did not withdraw Shares pursuant to the Offer, (ii) from and after the Effective Time, (A) the provisions benefit of Article 2 relating to the payment of the Per Share Amount, the Merger Consideration and the RSU Consideration, which shall be enforceable by the holders of Company Common Stock and Company Equity Awards, as applicable, as of immediately prior to the Effective Time and (B) the provisions of Section 6.8, which shall be enforceable by the Persons or entities benefiting therefrom. Notwithstanding the foregoing, the Financing Sources therefrom who shall be third-party beneficiaries of each thereof and who following the Closing may enforce the covenants contained therein; provided, however, that, prior to the Effective Time, the rights and remedies conferred on the Company’s equity holders pursuant to Article 2 concerning payment of the Aggregate Merger Consideration may only be enforced by the Company acting on the behalf of the Company’s equity holders (including holders of Company Equity Awards); provided, further that the Debt Financing Provisions Sources may enforce (it being understood solely as such provision relates to such Debt Financing Sources and agreed that Debt Financing Related Parties in such capacity as third party beneficiary) on behalf of the Debt Financing Related Parties (and each is an intended third party beneficiary of) the provisions of such Sections will be enforceable by Section 8.03, Section 9.03, Section 9.04(c), this Section 9.05, Section 9.06, Section 9.07 and Section 9.08; provided, further, that the Financing Sources)Parent may enforce on behalf of the Parent Related Parties the provisions of Section 8.03, Section 9.03, Section 9.04(c) and this Section 9.05.