Common use of Assignment; No Third Party Beneficiaries Clause in Contracts

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 of this Agreement. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 18 contracts

Sources: Registration Rights Agreement (Northern Star Acquisition Corp.), Registration Rights Agreement (Decarbonization Plus Acquisition Corp III), Registration Rights Agreement (Kadem Sustainable Impact Corp)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 of this Agreementhereof. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 of this Agreement hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 15 contracts

Sources: Registration Rights Agreement (Target Global Acquisition I Corp.), Registration Rights Agreement (Volta Inc.), Registration Rights Agreement (TortoiseEcofin Acquisition Corp. III)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . This Agreement and the rights, duties and obligations of the Holders hereunder may not be freely assigned or delegated by such Holder except in conjunction with and to the extent of any transfer of Registrable Securities by any such Holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 parties, to the permitted assigns of the Holders or of any assignee of the Holders. This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in Article 4 and this Agreement and Section 5.2 of this Agreement. 5.2.4 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

Appears in 13 contracts

Sources: Registration Rights Agreement (Crypto 1 Acquisition Corp), Registration Rights Agreement (Crypto 1 Acquisition Corp), Registration Rights Agreement (Galata Acquisition Corp.)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.2 of this Agreement5.2. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 of this Agreement hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 9 contracts

Sources: Registration Rights Agreement (CH4 Natural Solutions Corp), Registration Rights Agreement (Agriculture & Natural Solutions Acquisition Corp), Registration Rights Agreement (Agriculture & Natural Solutions Acquisition Corp)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.2 of this Agreement5.2. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 8 contracts

Sources: Registration Rights Agreement (Dorchester Capital Acquisition Corp.), Registration Rights Agreement (Dorchester Capital Acquisition Corp.), Registration Rights Agreement (Black Mountain Acquisition Corp.)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in hereto or do not hereafter become a party to this Agreement and pursuant to Section 5.2 of this Agreement. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in accordance with Section 5.1 of this Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 8 contracts

Sources: Registration Rights Agreement (New Era Helium Inc.), Registration Rights Agreement (Roth CH Acquisition v Co.), Registration Rights Agreement (Tritium DCFC LTD)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 of this Agreement5.2. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 6 contracts

Sources: Registration Rights Agreement (Kimbell Tiger Acquisition Corp), Registration Rights Agreement (Kimbell Tiger Acquisition Corp), Registration Rights Agreement (Kimbell Tiger Acquisition Corp)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . This Agreement and the rights, duties and obligations of the Holders hereunder may be freely assigned or delegated by such Holder in conjunction with and to the extent of any transfer of Registrable Securities. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Parties and its successors. 5.2.3 This Agreement shall not confer any rights their respective permitted successors and assigns; provided, however, that no such transfer or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 of this Agreement. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company to any such assignee, and no such assignee shall be deemed a Holder hereunder, unless and until the Company shall have received (i) written notice of such transfer or assignment as herein provided in Section 5.1 of this Agreement and (ii) the a written agreement of the assignee, in a form reasonably satisfactory to the Company, assignee to be bound by the terms and provisions of this Agreement. This Agreement (which may be accomplished by an addendum is not intended to confer any rights or certificate of joinder to this Agreement). Any transfer or assignment made benefits on any Persons that are not party hereto other than as provided expressly set forth in Section 7 and this Section 5.2 shall be null and void11(d).

Appears in 5 contracts

Sources: Registration Rights Agreement (BioScrip, Inc.), Registration Rights Agreement (Coliseum Capital Management, LLC), Registration Rights Agreement (Universal Technical Institute Inc)

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company NewCo hereunder may not be assigned or delegated by the Company NewCo in whole or in part. 5.2.2 6.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 6.2.3 This Agreement shall not confer any rights or benefits on any persons Persons that are not parties hereto, other than as expressly set forth in hereto or do not hereafter become a party to this Agreement and pursuant to Section 5.2 6.2 of this Agreement. 5.2.4 6.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company NewCo unless and until the Company NewCo shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 of this Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyNewCo, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

Appears in 5 contracts

Sources: Registration Rights Agreement (Allego N.V.), Registration Rights Agreement (Spartan Acquisition Corp. III), Registration Rights Agreement (Athena Pubco B.V.)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . This Agreement and the rights, duties and obligations of the Holders hereunder may be freely assigned or delegated by such Holder in conjunction with and to the extent of any transfer of Registrable Securities. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Parties and its successors. 5.2.3 This Agreement shall not confer any rights their respective permitted successors and assigns; provided, however, that no such transfer or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 of this Agreement. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company to any such assignee, and no such assignee shall be deemed a Holder hereunder, unless and until the Company shall have received (i) written notice of such transfer or assignment as herein provided in Section 5.1 of this Agreement and (ii) the a written agreement of the assignee, in a form reasonably satisfactory to the Company, assignee to be bound by the terms and provisions of this Agreement. This Agreement (which may be accomplished by an addendum is not intended to confer any rights or certificate of joinder to this Agreement). Any transfer or assignment made benefits on any Persons that are not party hereto other than as provided expressly set forth in Section 6 and this Section 5.2 shall be null and void11(d).

Appears in 5 contracts

Sources: Registration Rights Agreement, License, Development and Commercialization Agreement (Ignyta, Inc.), License, Development and Commercialization Agreement (Ignyta, Inc.)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successorssuccessors and the permitted assigns of the Holders. 5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 of this Agreementhereof. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 5 contracts

Sources: Registration Rights Agreement (OceanTech Acquisitions I Corp.), Business Combination Agreement (PHP Ventures Acquisition Corp.), Registration Rights Agreement (Vision Sensing Acquisition Corp.)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in hereto or do not hereafter become a party to this Agreement and pursuant to Section 5.2 of this Agreement. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in accordance with Section 5.1 of this Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of executed joinder to this AgreementAgreement from the applicable assignee in the form of Exhibit A attached hereto (a “Joinder”). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 4 contracts

Sources: Registration Rights Agreement (Queen's Gambit Holdings LLC), Registration Rights Agreement (Kandil Mostafa), Registration Rights Agreement (Pivotal Holdings Corp)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 of this Agreementhereof. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 4 contracts

Sources: Registration Rights Agreement (Axioma Ventures, LLC), Registration Rights Agreement (Hyliion Holdings Corp.), Registration Rights Agreement (Tortoise Acquisition Corp.)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successorssuccessors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 of this Agreementhereof. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 4 contracts

Sources: Registration Rights Agreement (Apex Technology Acquisition Corp), Registration Rights Agreement (Apex Technology Acquisition Corp), Registration Rights Agreement (GCM Grosvenor Inc.)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in hereto or do not hereafter become a party to this Agreement and pursuant to Section 5.2 of this Agreement. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in accordance with Section 5.1 of this Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of executed joinder to this AgreementAgreement from the applicable assignee in the form of Exhibit A attached hereto (a “Joinder”)). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 3 contracts

Sources: Business Combination Agreement (Pyrophyte Acquisition Corp.), Registration Rights Agreement (Hammerhead Energy Inc.), Business Combination Agreement (Decarbonization Plus Acquisition Corp IV)

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 6.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 6.2 of this Agreement. 5.2.4 6.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 6.1 of this Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

Appears in 3 contracts

Sources: Registration Rights Agreement (NAAC Holdco, Inc.), Registration Rights Agreement (Bird Global, Inc.), Business Combination Agreement (Switchback II Corp)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in hereto or do not hereafter become a party to this Agreement and pursuant to Section 5.2 of this Agreement. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in accordance with Section 5.1 of this Agreement and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 3 contracts

Sources: Registration Rights Agreement (Aries I Acquisition Corp.), Registration Rights Agreement (EVgo Inc), Business Combination Agreement (Climate Change Crisis Real Impact I Acquisition Corp)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . This Agreement and the rights, duties and obligations of each Investor hereunder may be freely assigned or delegated by such Investor holding Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such Investor; provided, however, that an Investor may not assign or delegate its registration rights under Section 2 other than to an Affiliate of such Investor. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties Parties and its successors. 5.2.3 the permitted assigns of the applicable holder of Registrable Securities or of any assignee of the applicable holder of Registrable Securities. This Agreement shall is not intended to confer any rights or benefits on any persons Persons that are not parties hereto, party hereto other than as expressly set forth in Section 2.8 and this Agreement and Section 5.2 of this Agreement. 5.2.4 4.4. No assignment by any party Party hereto of such partyParty’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 2 contracts

Sources: Registration Rights Agreement (Archer Aviation Inc.), Registration Rights Agreement (Archer Aviation Inc.)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 [Reserved]. 5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successorssuccessors and the permitted assigns of the Holder. 5.2.3 5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 of this Agreementhereof. 5.2.4 5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement in substantially the form set forth in Exhibit A to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 2 contracts

Sources: Registration Rights Agreement (NKGen Biotech, Inc.), Equity and Business Loan Agreement (NKGen Biotech, Inc.)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . This Agreement and the rights, duties and obligations of the Holders of Registrable Securities hereunder may be freely assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such Holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 the permitted assigns of the applicable holder of Registrable Securities. This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in Article 4 and this Agreement and Section 5.2 of this Agreement. 5.2.4 6.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 2 contracts

Sources: Registration Rights Agreement (Constellation Alpha Capital Corp.), Merger Agreement (Constellation Alpha Capital Corp.)

Assignment; No Third Party Beneficiaries. 5.2.1 (a) This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 (b) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successorssuccessors and the permitted assigns of the Holders. 5.2.3 (c) This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.2 of this Agreement5.02. 5.2.4 (d) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement 5.01 and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 5.02 shall be null and void.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Amergent Hospitality Group, Inc), Registration Rights Agreement (Amergent Hospitality Group, Inc)

Assignment; No Third Party Beneficiaries. 5.2.1 (a) This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 (b) None of High Mesa Holdings, the Kingfisher Contributor or Riverstone may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, except in connection with a Permitted Transfer (as defined in the LP Agreement). (c) This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successorssuccessors and the permitted assigns of the Holders. 5.2.3 (d) This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.2 of this Agreement5.02. 5.2.4 (e) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement 5.01 and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 5.02 shall be null and void.

Appears in 2 contracts

Sources: Registration Rights Agreement, Registration Rights Agreement (Silver Run Acquisition Corp II)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successorssuccessors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 of this Agreementhereof. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 of this Agreement hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 2 contracts

Sources: Registration Rights Agreement (Navitas Semiconductor Corp), Business Combination Agreement (Live Oak Acquisition Corp II)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company Trust hereunder may not be assigned or delegated by the Company Trust in whole or in part. 5.2.2 . This Agreement and the rights, duties and obligations of the Holders of Registrable Securities hereunder may be freely assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities held by any such Holder (subject to any contractual obligation of such Holders to the contrary). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and its successors. 5.2.3 their respective permitted successors and assigns; provided, however, that no such transfer or assignment shall be binding upon or obligate the Trust to any such assignee unless and until the Trust shall have received written notice of such transfer or assignment as herein provided and a written agreement of the assignee to be bound by the provisions of this Agreement. This Agreement shall is not intended to confer any rights or benefits on any persons Persons that are not parties hereto, party hereto other than as expressly set forth in this Agreement Article 5 and Section 5.2 of this Agreement. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void7.1.

Appears in 2 contracts

Sources: Registration Rights Agreement (PennyMac Mortgage Investment Trust), Registration Rights Agreement (PennyMac Mortgage Investment Trust)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in hereto or do not hereafter become a party to this Agreement and pursuant to Section 5.2 of this Agreement5.2. 5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in accordance with Section 5.1 of this Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 2 contracts

Sources: Business Combination Agreement (Beard Energy Transition Acquisition Corp.), Business Combination Agreement (Beard Energy Transition Acquisition Corp.)

Assignment; No Third Party Beneficiaries. 5.2.1 1.1.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 1.1.2 Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may be assigned in whole or in part to such Holder’s Permitted Transferees. 1.1.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successorssuccessors and the permitted assigns of the Holders, which permitted assigns shall include Permitted Transferees. 5.2.3 1.1.4 This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 of this Agreement5.2. 5.2.4 1.1.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (Boxed, Inc.)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 their successors and assigns. This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 of this Agreement. 5.2.4 . No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement assignment, and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.1 shall be null and void.

Appears in 1 contract

Sources: Settlement Agreement (Kaleyra, Inc.)

Assignment; No Third Party Beneficiaries. 5.2.1 5.2.1. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 5.2.2. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successorssuccessors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.3 5.2.3. This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 of this Agreement‎5.2 hereof. 5.2.4 5.2.4. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement ‎5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 ‎5.2 shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (Lavoro LTD)

Assignment; No Third Party Beneficiaries. 5.2.1 6.1.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.1.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successorstheir successors and assigns. 5.2.3 6.1.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 of this Agreement. 5.2.4 6.1.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement assignment, and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.1 shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (Kaleyra, Inc.)

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties H▇▇▇▇▇ and its successorshis successors and permitted assigns. 5.2.3 6.2.3 This Agreement shall not confer any rights or benefits on any persons that are person not parties a party hereto, other than as expressly set forth in this Agreement and Section 5.2 of this Agreement6.2 hereof. 5.2.4 6.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company Company, except to a transferee of Registrable Securities, pro tanto, unless and until the Company shall have has received (i) written notice of such assignment as provided in Section 5.1 of this Agreement 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 or in violation of law shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (Black Titan Corp)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 of this Agreementhereof. 5.2.4 No no assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (Tortoise Acquisition Corp.)

Assignment; No Third Party Beneficiaries. 5.2.1 (a) This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in partpart without the prior written consent of the Purchaser. 5.2.2 This (b) Except as otherwise provided in this Agreement, this Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successorssuccessors and the permitted assigns of the applicable Holders. 5.2.3 (c) This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.2 of this Agreement5.2. 5.2.4 (d) No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyCompany and in compliance with applicable law, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer Transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (Polestar Automotive Holding UK PLC)

Assignment; No Third Party Beneficiaries. 5.2.1 6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 6.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 6.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.2 of this Agreement6.2. 5.2.4 6.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 of this Agreement 6.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 6.2 shall be null and void.

Appears in 1 contract

Sources: Registration and Shareholder Rights Agreement (Peridot Acquisition Corp. III)

Assignment; No Third Party Beneficiaries. 5.2.1 7.2.1 This Agreement and the rights, duties and obligations of the Company Pubco hereunder may not be assigned or delegated by the Company Pubco in whole or in part. 5.2.2 7.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 7.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.2 of this Agreement7.2 hereof. 5.2.4 7.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company Pubco unless and until the Company Pubco shall have received (ia) written notice of such assignment as provided in Section 5.1 of this Agreement 7.1 hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the CompanyPubco, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 7.2 shall be null and void. Notwithstanding the foregoing, the rights, duties and obligations under Article 2 and Article 3 may not be assigned or delegated by the parties thereto in whole or in part.

Appears in 1 contract

Sources: Investor Rights Agreement (Galata Acquisition Corp.)

Assignment; No Third Party Beneficiaries. 5.2.1 5.3.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 5.3.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successorssuccessors and the permitted assigns of the applicable Holders, which shall include Permitted Transferees. 5.2.3 5.3.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 of this Agreementhereof. 5.2.4 5.3.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (ia) written notice of such assignment as provided in Section 5.1 of this Agreement hereof and (iib) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder Joinder Agreement to this Agreement). Any transfer Transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (Procaps Group, S.A.)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successorssuccessors and the permitted assigns of the Holders, which shall include Permitted Transferees. 5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties heretoParties, other than as expressly set forth in this Agreement and Section 5.2 of this Agreementhereof. 5.2.4 No assignment by any party hereto Party of such partyParty’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (Elong Power Holding Ltd.)

Assignment; No Third Party Beneficiaries. 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. 5.2.2 . This Agreement and the rights, duties and obligations of the Holders of Registrable Securities hereunder may be freely assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such Holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors. 5.2.3 the permitted assigns of the applicable holder of Registrable Securities. This Agreement shall is not intended to confer any rights or benefits on any persons that are not parties hereto, party hereto other than as expressly set forth in Article 4 and this Agreement and Section 5.2 of this Agreement. 5.2.4 6.1. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

Appears in 1 contract

Sources: Registration Rights Agreement (Constellation Alpha Capital Corp.)