Assignment and Change of Control Sample Clauses

Assignment and Change of Control. A. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise assign this order, assign any of its rights or interest in this order, delegate any of its obligations under this order, or subcontract for all or substantially all of its performance of this order (each, an “Assignment”), without Buyer’s prior written consent after advance written notice by Seller. No purported Assignment, with or without Buyer’s consent, shall relieve Seller of any of its obligations under this order or prejudice any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or after the date of any purported Assignment; provided however, that Seller may assign its right to monies due or to become due under this order, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this order B. For purposes of this order, the term “Change in Control” shall mean any of the following, whether in a single transaction or a series of related transactions and whether or not Seller is a party thereto: i. a sale, conveyance, transfer, distribution, lease, assignment, license or other disposition of all or substantially all of the assets of Seller; ii. any consolidation or merger of Seller or its controlling affiliates, any dissolution of Seller or its controlling affiliates, or any reorganization of one or more of Seller or its controlling affiliates; or iii. any sale, transfer, issuance, or disposition of any equity securities or securities or instruments convertible or exchangeable for equity securities (collectively, “securities”) of Seller or its controlling affiliates in which holders of all of the securities that may be entitled to vote for the election of any member of a board of directors or similar governing body of Seller or such controlling affiliate immediately prior to such transaction(s) hold less than fifty percent (50%) of the securities that may be entitled to vote for the election of any such member in such entity immediately following such transaction(s).

Assignment and Change of Control. 65 ARTICLE 25. INDEMNIFICATION 67

Assignment and Change of Control. The right of Seller to assign this Agreement or to transfer control of the Units (directly or indirectly) to another person, whether or not affiliated, shall be subject to Buyer’s consent, not to be unreasonably withheld upon a showing of the proposed assignee’s technical and financial capability to fulfill the requirements of Seller. The right of Buyer to assign this Agreement to another person, whether or not affiliated, shall be subject to Seller’s consent, not to be unreasonably withheld upon a showing of the proposed assignee’s technical and financial capability to fulfill the requirements of Buyer. Assignment of this Agreement and liens upon the Units for purposes of project financing shall be permitted; and Buyer will execute such additional consents as reasonably required by Seller in connection with such assignment; provided that Buyer shall not be required to consent to any additional terms or conditions, including extension of the cure periods or additional remedies for lenders; and provided further, Seller shall be responsible for Buyer’s reasonable costs associated with review, negotiation, execution and delivery of such documents, including attorney’s fees. Seller will agree that the Units and the Products will be free of liens other than permitted liens contemplated in the preceding sentence, as agreed to by the Parties.

Assignment and Change of Control a. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, or otherwise undergo a Change of Control (as defined in subparagraph b. below) or otherwise assign this Contract, assign any of its rights or interest in this Contract, delegate any of its obligations under this Contract, or subcontract for all or substantially all of its performance of this Contract (each, a “Transaction”), without advance written notice given by Seller to Buyer at least one hundred and twenty (120) days prior to the date when such proposed assignment or Change of Control would take effect, and ▇▇▇▇▇’s prior written consent given after such notice and prior to the date when such assignment or Change of Control would take effect. No purported Transaction, with or without Buyer’s consent, shall relieve Seller of any of its obligations under this Contract or prejudice any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or after the date of any purported Transaction; provided however, that Seller may assign its right to monies due or to become due under this Contract, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this Contract. b. For purposes of this Contract, the term “Change in Control” shall mean any of the following, whether in a single transaction or a series of related transactions and whether or not Seller is a party thereto:

Assignment and Change of Control. 18.1 No assignment, mortgage, pledge or other encumbrances shall be made by any entity participating in the Contractor with respect to this Contract or of any of its rights, interests, benefits and obligations arising under this Contract other than in accordance with the provisions of this Article 18, of Articles 27 and 28 of the Law and of Regulation 12 of the Regulations. Any purported assignment, mortgage, pledge or other encumbrance made in breach of the provisions of this Article shall be null and void. 18.2 Without prejudice to the provisions of Article 18.1, an entity participating in the Contractor shall be entitled to assign all or part of its interest in the Contractor’s rights and obligations under this Contract to any entity which: (i) has the technical and financial ability commensurate with the responsibilities and obligations which would be imposed on it hereunder; (ii) is not a company or other entity, or is not under the Control of a company, other entity or individual, which at the time of notification of the proposed transaction to the Minister and until the decision of the Council of Ministers required under Article 27 of the Law, is listed on a Government official list of companies and individuals prohibited to do business in Cyprus; (iii) as to the interest assigned, accepts and assumes in a form reasonably satisfactory to the Minister all of the terms and conditions of this Contract and all the obligations of the transferor under this Contract; and (iv) provides the Minister with a parent company guarantee complying with the provisions of Article 35. 18.3 Without prejudice to its obligations hereunder, each entity participating in the Contractor may encumber, through a mortgage, pledge or otherwise, its interest in the Contract or any property which is used primarily for Hydrocarbons Operations, for the purpose of security in relation to financing of Hydrocarbons Operations, only if (i) any such encumbrance is by its terms expressly subject to the terms of this Contract and subordinated to the rights of the other entities participating in the Contractor under this Contract, and (ii) a copy of the instrument creating such encumbrance is concurrently provided to the Minister. 18.4 Any proposed assignment of rights and obligations arising under this Contract by an entity participating in the Contractor shall require the prior approval of the Council of Ministers. 18.5 If an entity participating in the Contractor assigns pursuant to Arti...

Assignment and Change of Control. 7.1 This Agreement and the license rights granted hereunder, or any part thereof, may not be assigned or transferred by the Licensee without the prior written consent of the Licensor. 7.2 Any change in the control or identity of the Licensee, be it direct or indirect, including without limitation, by sale of all or a substantial portion of the assets of the Licensee, any shareholder selling or transferring any of the shares in the Licensee, share issuance of the Licensee, merger, material change in control and management of the Licensee or otherwise, shall be deemed to be an assignment (“Change of Control”).

Assignment and Change of Control. 21.01 Neither this Agreement nor any interest hereunder shall be assignable or transferable by either party without the written consent of the other provided, however, that either party may assign this Agreement to any AFFILIATE or to any corporation with which it may merge or consolidate or to which it may sell all or substantially all of its assets, without obtaining the consent of the other party provided the interests of the other party are not materially affected.

Assignment and Change of Control. (a) Executive shall not assign his rights or delegate the performance of these obligations hereunder without the prior written consent of the Company. Subject to the provisions of the preceding sentence, all the terms of this Employment Agreement shall be binding upon and shall inure to the benefit of the parties and their legal representatives, heirs, successors and assigns. (b) Upon a "Change of Control", the Company may assign this Employment Agreement. For this purpose, a "Change of Control" shall mean a sale of substantially all of the assets of the Company. Upon the occurrence of a Change of Control, the Company will pay Executive all remaining payments due Executive under Section 3 hereof and any payments that would be due to Executive under the expiration of this agreement. If no agreement exists that would become effective at the expiration of this agreement, then Executive will receive equivalent of six (6) months of his annual salary at the expiration of this agreement by reason of a Change of Control. In addition, Executive will not be bound by the provisions of Section 6(f) by reason of a Change of Control.

Assignment and Change of Control. (a) Neither this Agreement nor the licenses, rights or obligations hereunder may be assigned or delegated, including by operation of Law, merger, consolidation, asset sale, acquisition of securities or otherwise, by any Party without the prior express written consent of the other Party (which consent may be granted or withheld in the sole discretion of such other Party); provided that (i) a Change of Control of a Party is not, and will be deemed not to be, an assignment or delegation, or purported assignment or delegation, of this Agreement or a breach of this Section 5.1, and, subject to Section 5.1(c), the licenses and other rights granted pursuant to ARTICLE III shall survive any Change of Control of either Party, and (ii) each Party may assign this Agreement in whole and without the other Party’s consent to any Person that acquires all or substantially all of the assets and business operations of such Party; provided further that LSC may not in any case assign or delegate this Agreement or any licenses, rights or obligations hereunder to any Excluded Entity. (b) Upon any Change of Control of a Party, the Party undergoing such Change of Control shall, within fifteen (15) days following the consummation of such Change of Control, provide to the other Party written notice of such Change of Control describing the transaction or series of transactions giving rise to the Change of Control and, if the relevant Party undergoing a Change of Control is LSC, indicating in particular whether any Person obtaining direct or indirect Control of LSC is an Excluded Entity. (c) Upon a Change of Control of LSC (including, for the avoidance of doubt, upon a Change of Control of any Person with direct or indirect Control of LSC) whereby the Person or any member of a group of related Persons obtaining Control of LSC (including by obtaining Control of a Person with direct or indirect Control of LSC) is an Excluded Entity, RRD may, at its sole discretion and at any time within the earlier of (A) ninety (90) days after RRD receives written notice pursuant to Section 5.1(b) of such a Change of Control or (B) one hundred and five (105) days following the consummation of such Change of Control, immediately terminate the licenses and other rights granted to LSC pursuant to ARTICLE III, including any sublicenses granted by LSC under such licenses or other rights, upon written notice to LSC. (d) Any attempted assignment or delegation that is not in accordance with this Section 5.1 s...