Common use of Successors; Assignment; Amendments; Waivers Clause in Contracts

Successors; Assignment; Amendments; Waivers. (a) The Shareholder Representative, in its capacity as the Shareholder Representative, may assign this Agreement to any Person without the prior written consent of the Company or the Shareholders, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Company, agreeing to be bound by all provisions of this Agreement, except as otherwise provided in such joinder. (b) Except as otherwise provided in this Agreement, no Shareholder may assign its rights under this Agreement without the prior written consent of the Shareholder Representative. Any assignment of a Shareholder’s rights meeting the requirements of this paragraph shall be referred to herein as a “Permitted Assignment” and Schedule A hereto shall be amended to reflect such Permitted Assignment and the change in the Applicable Percentage of the assignor and assignee.

Successors; Assignment; Amendments; Waivers. (a) The Pre-IPO Shareholder Representative, in its capacity as the Shareholder Representative, may assign this Agreement (or all or any portion of its rights and obligations hereunder) to any Person without the prior written consent of the Company or the Shareholdersany other assignees, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Company, agreeing to be bound by all provisions of this Agreement, except as otherwise provided in such joinder. (b) Except as otherwise provided in this Agreement, no Shareholder such assignee may assign its rights under this Agreement without the prior written consent of the Shareholder Representative. Any assignment of a Shareholderany such assignee’s rights meeting the requirements of this paragraph shall be referred to herein as a “Permitted Assignment” and Schedule A hereto shall be amended to reflect such Permitted Assignment and the change in the Applicable Percentage of the assignor and assignee.