Binding on Transferees Clause Samples

Binding on Transferees. The provisions of the Plan and this Agreement will inure to the benefit of, and be binding on, the Company and its transferees and assigns and the Participant and Participant’s executor, administrator and permitted transferees and beneficiaries, whether or not any such person will have become a party to this Agreement and agreed in writing to join herein and be bound by the terms and conditions hereof.

Binding on Transferees. (a) Anything herein to the contrary notwithstanding, no Transfer (by operation of law or otherwise) of any of the Shares or any right to obtain Shares shall have any force, validity or effect, or vest in the transferee any rights with respect thereto, unless and until (i) the restrictions regarding such transaction contained in this Agreement shall have been complied with and (ii) such transferee shall have agreed in writing to be bound by the provisions of this Agreement with the same force and effect as if such transferee had initially been a party to this Agreement, and such transferee shall thereafter be deemed to be a Member for purposes of this Agreement. (b) Except as otherwise expressly provided herein, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, all subsequent holders of any Shares.

Binding on Transferees. In the event a Member transfers its interest in any Intellectual Property distributed or licensed to it under this Section 10.8, it will cause the transferee to agree in writing to be bound by the applicable obligations of this Section 10.8.

Binding on Transferees. 3.2 Except as otherwise expressly provided herein, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their successors, and assigns, including, without limitation, all subsequent holders of the Shares. 3.3 Each individual Shareholder hereby agrees to provide in his will that the Shareholder or his personal representative shall be bound to observe the terms and conditions of this Agreement.

Binding on Transferees. The provisions of this Agreement shall be binding upon transferees of Shareholders, other than transferees in a Tag-Along Disposition and transferees pursuant to one or more transactions that do not constitute Dispositions hereunder. No Shareholder shall transfer capital stock of the Corporation to any person not a party hereto, unless said person shall execute and deliver to the Corporation an Acknowledgment and Agreement in the form annexed as Exhibit A hereto, provided, however, that (i) transferees in a Tag-Along Disposition pursuant to Section 3 hereof and (ii) transferees pursuant to one or more transactions that do not constitute Dispositions hereunder, need not execute and deliver an Acknowledgment and Agreement, as the shares acquired by them will not be subject to the terms and conditions of this Agreement. Subject to the exceptions contained in the preceding proviso, the due execution and delivery to the Corporation of such Acknowledgment and Agreement shall be a condition precedent to the registration of said transfer on the books of the Corporation and to the exercise of all rights pertaining to the transferred shares. Upon due execution and delivery to the Corporation of such Acknowledgment and Agreement, the transferee shall be deemed to be a party hereto and shall be subject to the obligations created hereby.

Binding on Transferees. The consent of the Preferred Stockholders contained in Section 1 of this Agreement and the other obligations of the Preferred Stockholders contained herein are intended to be binding upon the successors and assigns of the Preferred Stockholders and any transferees of the Preferred Stock held by any of them. Each of the Preferred Stockholders agrees that prior to transferring any shares of Preferred Stock held by it to another person or entity, it will notify such person of the existence and provisions of this Agreement and, prior to any such transfer, such transferee shall execute an acknowledgment of the provisions hereof and agree to be bound hereby.

Binding on Transferees. The Parties undertake to procure that the provisions of this agreement shall be binding upon, and inure to the benefit of, any successor of any transferee of Shares of any Shareholder, including those taken from the Company by original issue or re-issue from and after the date hereof. Each of the Shareholders hereby unconditionally and irrevocably undertakes not to sell, transfer, issue and otherwise dispose of any of the Shares held by them to a third party, unless such third party has accepted and agreed to be bound by any and all provisions of this agreement, including this article, and upon such agreement and acceptance, such third party shall become a party to this agreement. The Company shall not issue Shares to any person not a party unless said person shall execute an acknowledgement of the terms hereof and agrees to be bound hereby.

Binding on Transferees. Except as otherwise expressly provided herein, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the Stockholders, and their permitted successors and assigns, including, without limitation, all subsequent holders of the shares of Company. Notwithstanding anything to the contrary herein, no sale, gift, assignment, encumbrance or other transfer or disposition (by operation of law or otherwise) of any Shares shall have any force, validity or effect, or vest in the transferee any rights with respect thereto, unless and until such transferee shall have agreed in writing to be bound by the provisions of this Agreement with the same force and effect as if such transferee had initially been a party to this Agreement.

Binding on Transferees. The restrictions set forth in this ---------------------- Section 6 will be binding on any transferee of the Securities in the same manner as set forth in this Section 6 with respect to Rogers and Shaw.