Common use of Entire Agreement; Nonassignability; Parties in Interest Clause in Contracts

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Shareholder without the prior written consent of Acquiror, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror without the consent of or any action by Shareholder upon notice by Acquiror to Shareholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Shareholder Stockholder without the prior written consent of Acquiror, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror without the consent of or any action by Shareholder Stockholder upon notice by Acquiror to Shareholder Stockholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, including the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person Person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law Law or otherwise, by the Shareholder without the prior written consent of AcquirorParent, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror Parent hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror Parent without the consent of of, or any action by by, the Shareholder upon notice by Acquiror Parent to the Shareholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, including any person Person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, including the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by the Shareholder without the prior written consent of Acquirorthe Company, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror the Company hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror the Company without the consent of or any action by the Shareholder upon notice by Acquiror the Company to the Shareholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, including any person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Shareholder either party hereto without the prior written consent of Acquirorthe other party hereto, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror without the consent of or any action by Shareholder upon notice by Acquiror to Shareholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, including the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by the Shareholder without the prior written consent of AcquirorParent, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror Parent hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror Parent without the consent of or any action by the Shareholder upon notice by Acquiror Parent to the Shareholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, including any person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by the Shareholder without the prior written consent of Acquirorthe Company, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror the Company hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror the Company without the consent of or any action by the Shareholder upon notice by Acquiror the Company to the Shareholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, including any person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements agreements, representations, warranties and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, and (ii) are not intended to confer, and shall not be construed as conferring, upon any person Person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law Law or otherwise, by Shareholder either party hereto without the prior written consent of Acquirorthe other party hereto, and any such assignment or delegation that is not consented to shall be null and void. This Agreement; provided that notwithstanding the foregoing, together with any Parent may assign or transfer its rights, interests or and obligations of Acquiror hereunder, may be assigned or delegated in whole or in part by Acquiror under this Agreement to any affiliate of Acquiror without Person to which Parent assigns or transfers its rights, interests and obligation under the consent of or any action by Shareholder upon notice by Acquiror to Shareholder as herein providedMerger Agreement in accordance with the Merger Agreement. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person Person to whom any Subject Shares or Subject Options are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, including the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person Person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law Law or otherwise, by Shareholder the Stockholder without the prior written consent of Acquirorthe Company, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror the Company hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror the Company without the consent of of, or any action by Shareholder by, the Stockholder upon notice by Acquiror the Company to Shareholder the Stockholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, including any person Person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither The parties hereto have not relied on and expressly disclaim reliance on any representations or statements made outside the terms of this Agreement. None of this Agreement nor or any of the rights, interests, interests or obligations under this Agreement may hereunder shall be assigned or delegatedby any of the parties hereto, in whole or in part, by operation of law Law or otherwise, by Shareholder without the prior written consent of Acquirorthe other parties, and any attempt to make any such assignment or delegation that is not consented to without such consent shall be null and void. This AgreementNotwithstanding the foregoing, together with Merger Sub may assign, in its sole discretion, any and all rights, interests or and obligations of Acquiror hereunder, may be assigned or delegated in whole or in part by Acquiror under this Agreement to any affiliate wholly owned subsidiary of Acquiror without the consent of or any action by Shareholder upon notice by Acquiror to Shareholder as herein providedCompany’s consent. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person Person other than the parties hereto any rights or remedies hereunder. Neither Except as provided in Section 1(a), neither this Agreement nor any of the rights, interests, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Shareholder Stockholder without the prior written consent of Acquirorthe Purchaser, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror the Purchaser hereunder, may be assigned or delegated in whole or in part by Acquiror the Purchaser to any affiliate of Acquiror the Purchaser without the consent of or any action by Shareholder Stockholder upon notice by Acquiror the Purchaser to Shareholder Stockholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned)assigns.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (includinghereto, without limitationincluding the exhibits hereto, the ProxyCompany Disclosure Schedule and the other schedules hereto: (a) (i) together constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, except for the Confidentiality Agreement, which continues in full force and effect in accordance with their terms and survives any termination of this Agreement; (iib) are not intended to confer, and shall not be construed as conferring, confer upon any other person other than the parties hereto any rights or remedies hereunder. Neither , except as provided in the final sentence of this Agreement nor any Section 9.3; and (c) shall not be assigned by Parent, on the one hand, or by Company, on the other hand (by operation of law or otherwise), without the written consent of each of the rightsparties hereto. Notwithstanding the foregoing, interestswithout the prior written consent of the any other Person, or obligations under this Agreement Parent, may be assigned or delegatedat any time, in its sole discretion, assign, in whole or in part, by operation (x) its rights and obligations pursuant to this Agreement to one or more of law its Affiliates; (y) its rights under this Agreement for collateral security purposes to any lender providing financing to Parent, the Surviving Company or otherwise, by Shareholder without the prior written consent any of Acquiror, their Affiliates and any such assignment or delegation that is not consented to shall be null lender may exercise all of the rights and void. This remedies of the Parent hereunder; and (z) its rights under this Agreement, together with any rights, interests or obligations of Acquiror hereunder, may be assigned or delegated in whole or in part by Acquiror part, to any affiliate subsequent purchaser of Acquiror without the consent of Parent or any action by Shareholder upon notice by Acquiror to Shareholder of its divisions or any material portion of its assets (whether such sale is structured as herein provided. Subject to a sale of stock, sale of assets, merger, recapitalization or otherwise); provided that any such assignment does not relieve the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned)Parent of its obligations hereunder.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, including the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder; provided, however, that the provisions of Section 6 are intended to inure to the benefit of, and to be enforceable by, the Released Parties. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Shareholder without the prior written consent of Acquiror, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror without the consent of or any action by Shareholder upon notice by Acquiror to Shareholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, including any person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither Except as provided in Section 1(a), neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Shareholder Stockholder without the prior written consent of AcquirorParent, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror Parent hereunder, may be assigned or delegated in whole or in part by Acquiror Parent to any affiliate of Acquiror Parent to which Parent assigns its rights under the Merger Agreement without the consent of or any action by Shareholder Stockholder upon notice by Acquiror Parent to Shareholder Stockholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective permitted successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned).

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (includinghereto, without limitationincluding the exhibits hereto, the ProxyCompany Disclosure Schedule and the other schedules hereto: (a) (i) together constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof hereof, except for the Confidentiality Agreement, which shall continue in full force and effect in accordance with its terms and shall survive any termination of this Agreement; (iib) are not intended to confer, and shall not be construed as conferring, confer upon any person other than the parties hereto Person any rights or remedies hereunder. Neither , except as provided in the final sentence of this Agreement nor any of Section 10.4; and (c) shall not be assigned by Parent or Merger Sub, on the rights, interestsone hand, or obligations under this Agreement may be assigned by Company or delegatedthe Significant Shareholders, in whole or in part, on the other hand (by operation of law or otherwise), by Shareholder without the prior written consent of Acquiroreach of the parties hereto; provided, however, that such consent shall not be necessary for (1) an assignment by Parent or Merger Sub of their rights and obligations hereunder to an Affiliate of Parent so long as such assignment does not relieve Parent of its obligations hereunder, or (2) any collateral assignment by Parent or Merger Sub of their rights and obligations hereunder to any lender under credit and collateral agreements, as such agreements may be amended, modified or replaced from time to time. Notwithstanding anything to the contrary contained in this Agreement (but without limiting any of the rights of the Shareholders’ Agent hereunder), if the Merger is consummated, (i) the Company Holders shall be third party beneficiaries of the provisions set forth in Section 2, and any such assignment or delegation that is not consented to (ii) the Company’s former officers and directors shall be null and void. This Agreement, together with any rights, interests or obligations third party beneficiaries of Acquiror hereunder, may be assigned or delegated the provisions set forth in whole or in part by Acquiror to any affiliate of Acquiror without the consent of or any action by Shareholder upon notice by Acquiror to Shareholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned)Section 6.6.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (including, without limitation, the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Shareholder Stockholder without the prior written consent of Acquiror, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror hereunder, may be assigned or delegated in whole or in part by Acquiror to any affiliate of Acquiror without the consent of or any action by Shareholder Stockholder upon notice by Acquiror to Shareholder Stockholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned)assigns.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto or in connection with the Merger (includingincluding the Optionholder’s Investor Questionnaire, without limitationand Lock-Up Agreement (if applicable), the Proxy) (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. The provisions of this Cancellation Agreement shall survive the Effective Time and the closing of the transactions contemplated by the Merger Agreement. Neither this Cancellation Agreement nor any of the rights, interests, or obligations under this Cancellation Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Shareholder either party without the prior written consent of Acquirorthe other party, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of Acquiror hereunder, except that the Buyer may be assigned or delegated in whole or in part by Acquiror assign this Cancellation Agreement to any affiliate direct or indirect wholly-owned subsidiary of Acquiror the Buyer without the prior consent of or any action by Shareholder upon notice by Acquiror to Shareholder as herein providedthe Optionholder. Subject to the preceding sentence, this Cancellation Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including, without limitation, any person to whom any Shares are sold, transferred or assigned)assigns. The Transitory Subsidiary is an express third party beneficiary of this Cancellation Agreement.