Common use of Binding Effect and Assignment Clause in Contracts

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that Buyer shall not assign this Agreement or any of its rights hereunder to any other person or entity without the prior written consent of the Stockholder.

Appears in 5 contracts

Sources: Merger Agreement (Ign Entertainment Inc), Voting Agreement (Ign Entertainment Inc), Voting Agreement (Great Hill Partners LLC)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the Stockholderother. This Agreement is intended to bind each Shareholder as a shareholder of Seller only with respect to the specific matters set forth herein.

Appears in 4 contracts

Sources: Asset Purchase Agreement (Panda Project Inc), Asset Purchase Agreement (Panda Project Inc), Voting Agreement (Panda Project Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the Shareholder may be assigned by the Shareholder without the prior written consent of the Stockholder▇▇▇▇▇.

Appears in 4 contracts

Sources: Shareholder Agreement (Metro Information Services Inc), Shareholder Agreement (Metro Information Services Inc), Shareholder Agreement (Keane Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the Stockholderother. This Agreement is intended to bind Stockholder as a Stockholder of Company only with respect to the specific matters set forth herein.

Appears in 3 contracts

Sources: Stockholder Voting Agreement (Bea Systems Inc), Stockholder Voting Agreement (Plumtree Software Inc), Stockholder Agreement (Geotel Communications Corp)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any the rights, interests or obligations of the parties hereto may be assigned by a Stockholder, on the one hand, and Parent, on the other person or entity hand, without the prior written consent of the Stockholderother. Without the consent of any of the Stockholders, Parent may assign this Agreement to a permitted assignee under the Merger Agreement.

Appears in 3 contracts

Sources: Stockholders Voting Agreement (Genzyme Corp), Stockholder Voting Agreement (Genzyme Corp), Stockholder Voting Agreement (Antigenics Inc /De/)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; providedby operation of law, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights the rights, interests or obligations of Stockholder hereunder may be assigned to any other person or entity without the prior written consent of the StockholderCompany.

Appears in 3 contracts

Sources: Voting Agreement (Visual Sciences, Inc.), Voting Agreement (Omniture, Inc.), Voting Agreement (Visual Sciences, Inc.)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the Stockholderother. This Agreement is intended to bind each Stockholder solely as a securityholder of Company only with respect to the specific matters set forth herein.

Appears in 3 contracts

Sources: Merger Agreement (Sapiens International Corp N V), Merger Agreement (Ness Technologies Inc), Company Voting Agreement (Sapiens International Corp N V)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the Stockholderother. This Agreement is intended to bind Stockholder as a stockholder of Company only with respect to the specific matters set forth herein.

Appears in 3 contracts

Sources: Merger Agreement (RTI Biologics, Inc.), Stockholder Voting Agreement (Nptest Holding Corp), Stockholder Voting Agreement (Credence Systems Corp)

Binding Effect and Assignment. This Agreement and all of the ----------------------------- provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the Stockholderother. This Agreement is intended to bind Stockholder solely as a securityholder of Company only with respect to the specific matters set forth herein.

Appears in 2 contracts

Sources: Stockholder Agreement (E Trade Group Inc), Stockholder Agreement (Multex Com Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; providedby operation of law, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights the rights, interests or obligations of Stockholder hereunder may be assigned to any other person or entity without the prior written consent of the StockholderParent.

Appears in 2 contracts

Sources: Voting Agreement (Visual Sciences, Inc.), Voting Agreement (Omniture, Inc.)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the Shareholder may be assigned by the Shareholder without the prior written consent of the StockholderPurchaser.

Appears in 2 contracts

Sources: Voting Agreement (S&t Bancorp Inc), Merger Agreement (Ibt Bancorp Inc)

Binding Effect and Assignment. This Agreement and all of the ----------------------------- provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to the rights, interests or obligations of the parties hereto may be assigned by any other person or entity of the parties without the prior written consent of the Stockholderothers. This Agreement is intended to bind Stockholder as a Stockholder of Parent only with respect to the specific matters set forth herein.

Appears in 2 contracts

Sources: Agreement and Plan of Reorganization (Digital Island Inc), Voting Agreement (Sandpiper Networks Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that Buyer shall not assign but neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the Stockholderother. The Stockholder may assign this Agreement in connection with a Transfer of Shares as permitted hereunder (provided that the transferee agrees in writing to be bound by the terms of this Agreement in accordance with Section 2(a)).

Appears in 2 contracts

Sources: Tender and Voting Agreement (Cognos Inc), Tender and Voting Agreement (Cognos Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the Stockholderother. This Agreement is intended to bind each Stockholder as a stockholder of Parent only with respect to the specific matters set forth herein.

Appears in 2 contracts

Sources: Voting Agreement (Centra Software Inc), Voting Agreement (Pequot Capital Management Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of Stockholder may be assigned by Stockholder without the prior written consent of Parent. This Agreement shall inure to the Stockholderbenefit of Parent and its successors and assigns.

Appears in 2 contracts

Sources: Non Compete and Non Solicitation Agreement (Nuance Communications, Inc.), Non Compete and Non Solicitation Agreement (Transcend Services Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to the rights, interests or obligations of the parties hereto may be assigned by any other person or entity of the parties without the prior written consent of the Stockholderothers. This Agreement is intended to bind the Stockholders solely as securityholders of the Company only with respect to the specific matters set forth herein.

Appears in 1 contract

Sources: Merger Agreement (Micromuse Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns; provided, however, that Buyer shall not assign but neither this Agreement or nor any of its rights the rights, benefits or obligations hereunder to any other person shall be assigned, by operation of law or entity otherwise, by the Company or the Shareholder without the prior Buyer's written consent of consent. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Stockholderparties hereto and their respective permitted successors and assigns, any rights, benefits or obligations hereunder.

Appears in 1 contract

Sources: Asset Purchase Agreement (Vocus, Inc.)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto ay be assigned by either of the parties without the prior written consent of the Stockholderother. This Agreement is intended to bind the Stockholder solely as a securityholder of Parent only with respect to the specific matters set forth herein.

Appears in 1 contract

Sources: Voting Agreement (Movie Star Inc /Ny/)

Binding Effect and Assignment. This Agreement and all of the ----------------------------- provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the Stockholderother. This Agreement is intended to bind each Shareholder solely as a securityholder of Company only with respect to the specific matters set forth herein.

Appears in 1 contract

Sources: Shareholder Agreement (Baxter International Inc)

Binding Effect and Assignment. This Agreement and all of the ----------------------------- provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to the rights, interests or obligations of the parties hereto may be assigned by any other person or entity of the parties without the prior written consent of the Stockholderothers. This Agreement is intended to bind Shareholder as a Shareholder of Company only with respect to the specific matters set forth herein.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Digital Island Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that . Neither Seller nor Buyer shall not may assign any obligation under this Agreement or any of its rights hereunder to any other person or entity without except with the prior written consent of the Stockholderother party hereto.

Appears in 1 contract

Sources: Asset Purchase Agreement (Glowpoint Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the Stockholderother. This Agreement is intended to bind Shareholder solely as a securityholder of Company only with respect to the specific matters set forth herein.

Appears in 1 contract

Sources: Merger Agreement (At Plan Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder the rights, interests or obligations of Stockholder may be assigned to any other person or entity without the prior written consent of the StockholderCompany.

Appears in 1 contract

Sources: Voting Agreement (Juniper Networks Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the Stockholder may be assigned by the Stockholder (other than to any affiliate of the Stockholder or any affiliate of its rights hereunder a parent company of the Stockholder, provided that such affiliate specifically agrees in writing to any other person or entity be bound by the terms of this Agreement) without the prior written consent of the StockholderParent.

Appears in 1 contract

Sources: Merger Agreement (Nasdaq Stock Market Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the Stockholderother. This Agreement is intended to bind Shareholder as a shareholder of the Company only with respect to the specific matters set forth herein.

Appears in 1 contract

Sources: Investor Agreement (Sybase Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns; provided, however, that Buyer shall not assign but neither this Agreement or nor any of its rights the rights, benefits or obligations hereunder to any other person shall be assigned, by operation of law or entity otherwise, by the Company or the Stockholder without the prior Parent’s written consent of consent. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Stockholderparties hereto and their respective permitted successors and assigns, any rights, benefits or obligations hereunder.

Appears in 1 contract

Sources: Asset Purchase Agreement (Vocus, Inc.)

Binding Effect and Assignment. This Agreement and all of ----------------------------- the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to the rights, interests or obligations of the parties hereto may be assigned by any other person or entity of the parties without the prior written consent of the Stockholderothers. This Agreement is intended to bind Shareholder as a Shareholder of Company only with respect to the specific matters set forth herein.

Appears in 1 contract

Sources: Shareholder Agreement (Sandpiper Networks Inc)

Binding Effect and Assignment. This Agreement and all of the ----------------------------- provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to the rights, interests or obligations of the parties hereto may be assigned by any other person or entity of the parties without the prior written consent of the Stockholderother party hereto. This Agreement is intended to bind Shareholder as a Shareholder of Company only with respect to the specific matters set forth herein.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Digital Island Inc)

Binding Effect and Assignment. This Shareholder Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Shareholder Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the Stockholderother. This Shareholder Agreement is intended to bind Shareholder as a shareholder of Target only with respect to the specific matters set forth herein.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Uproar Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assignsassigns of the parties hereto; provided, however, that Buyer shall not assign this Agreement no assignment of any rights or delegation of any of its rights hereunder to any other person obligations provided for herein may be made by Omniflora, van Beek or entity the Stockholder without the prior express written consent of the StockholderPurchaser.

Appears in 1 contract

Sources: Stock Purchase Agreement (World Commerce Online Inc)

Binding Effect and Assignment. This Agreement is binding and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and hereto, their respective personal representatives, successors and permitted assigns; provided, however, that Buyer shall not assign this Agreement or any may not be assigned by the Buyer without the Seller's prior written consent, and no such assignment shall relieve the Buyer of its rights hereunder to any other person or entity without the prior written consent of the Stockholderobligations hereunder.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Ifs International Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that Buyer shall not assign but neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by the Company or any Shareholder (whether by operation of its rights hereunder to any other person law or entity otherwise) without the prior written consent of either such Shareholder or the StockholderCompany, as applicable.

Appears in 1 contract

Sources: Voting and Election Agreement (Advanced Emissions Solutions, Inc.)

Binding Effect and Assignment. This Agreement and all of ----------------------------- the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the Stockholderother. This Agreement is intended to bind Stockholder as a Stockholder of Company only with respect to the specific matters set forth herein.

Appears in 1 contract

Sources: Stockholder Voting Agreement (Gasonics International Corp)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the Shareholder may he assigned by the Shareholder without the prior written consent of the StockholderParent.

Appears in 1 contract

Sources: Voting Agreement (Carrollton Bancorp)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the Stockholderother. This Agreement is intended to bind the Security Holder as a shareholder of the Company or a holder of Company Warrants only with respect to the specific matters set forth herein.

Appears in 1 contract

Sources: Merger Agreement (Phone Com Inc)

Binding Effect and Assignment. This Stockholder Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that Buyer shall not assign but neither this Stockholder Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the Stockholderother.

Appears in 1 contract

Sources: Stockholder Agreement (William Lyon Homes)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assignsassigns and, in the case of a Shareholder, his or her personal representatives or estates; provided, however, that Buyer shall not assign that, except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of a Shareholder may be assigned by such Shareholder without the prior written consent of the StockholderParent.

Appears in 1 contract

Sources: Shareholder Agreement (Fidelity National Financial Inc /De/)

Binding Effect and Assignment. This Agreement and all of the ----------------------------- provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the Stockholderother. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth herein.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Qualix Group Inc)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the Stockholderother. This Agreement is intended to bind each Shareholder solely as a securityholder of Seller only with respect to the specific matters set forth herein.

Appears in 1 contract

Sources: Stock Purchase Agreement (Driversshield Com Corp)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of and shall be binding upon the successors, assigns and representatives of the parties hereto and their respective successors and permitted assigns; provided, however, that Buyer hereto. This Agreement shall not assign this be assignable by Buyer except to an affiliate Buyer which assumes Buyer’s rights and obligations hereunder. This Agreement or any of its rights hereunder to any other person or entity shall not be assigned by Seller without the Buyer’s prior written consent of the Stockholderconsent.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Corning Natural Gas Holding Corp)

Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, howeverbut, that Buyer shall not assign except as otherwise specifically provided herein, neither this Agreement or nor any of its rights hereunder to any other person the rights, interests or entity obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the Stockholderother. This Agreement is intended to bind Shareholder as a Shareholder of Company only with respect to the specific matters set forth herein.

Appears in 1 contract

Sources: Shareholder Voting Agreement (Speedfam Ipec Inc)