Common use of Assignment by Developer Clause in Contracts

Assignment by Developer. VII.3.1 This Agreement has been entered into by Company in reliance upon and in consideration of the individual or collective character, reputation, skill, attitude, business ability, and financial capacity of Developer or, if applicable, its shareholders, members or partners who will actively and substantially participate in the development, ownership and operation of the Coffeehouses. Therefore, neither Developer's interest in this Agreement nor any of its rights or privileges shall be assigned or transferred, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise, in any manner (an "Assignment"), without the prior written consent of Company (which it may grant or withhold in its sole and absolute discretion). VII.3.2 If Developer is a Business Entity, each of the following shall be deemed to be an Assignment of this Agreement: (i) the transfer of fifty percent (50%) or more in the aggregate, whether in one or more transactions, of the capital stock, membership interests or voting power of Developer, by operation of law or otherwise; (ii) the issuance of any securities by Developer which itself or in combination with any other transaction(s) results in the shareholders, members or partners existing as of the Effective Date, as applicable, owning fifty percent (50%) or less of the outstanding shares, membership interests or voting power of Developer as constituted as of the date hereof; (iii) if Developer is a Partnership, the withdrawal, death or legal incapacity of a general partner or limited partner owning fifty percent (50%) or more of the voting power, property, profits or losses, or partnership interests of the Partnership (each of which is referred to hereinafter as a "Partnership Right"), or the admission of any additional general partner or the transfer by any general partner of any of its Partnership Rights in the Partnership; (iv) the death or legal incapacity of any shareholder, member or partner owning fifty percent (50%) or more of the capital stock, voting power, or Partnership Rights of Developer; and (v) any merger, stock redemption, consolidation, reorganization or recapitalization involving Developer, or the amendment of the articles, bylaws or operating agreement of Developer so as to transfer control of the Developer to a person or Business Entity other than Developer. VII.3.3 Developer shall not in any event have the right to pledge, encumber, hypothecate or otherwise give any third party a security interest in this Agreement in any manner whatsoever without the express prior written permission of Company, which permission may be withheld for any reason whatsoever in Company's sole subjective judgment.

Assignment by Developer. VII.3.1 7.3.1 This Agreement has been entered into by Company in reliance upon and in consideration of the individual or collective character, reputation, skill, attitude, business ability, and financial capacity of Developer or, if applicable, its shareholders, members or partners Owners who will actively and substantially participate in the development, ownership and operation of the “▇▇▇▇▇▇▇▇ Coffee” Coffeehouses. ThereforeAccordingly, except as otherwise may be permitted herein, neither Developer nor any of Developer's ’s Owners shall directly or indirectly sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise encumber any direct or indirect interest in this Agreement nor any or in all or substantially all of its rights or privileges shall be assigned or transferredDeveloper’s assets, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise, in any manner otherwise (an "“Assignment"”), without the Company’s prior written consent, which consent of Company (which it may grant or withhold be withheld for any reason whatsoever in its Company’s sole and absolute discretion)subjective judgment. VII.3.2 7.3.2 If Developer is a Business Entity, each of the following shall be deemed to be an Assignment of this Agreement: (i) the transfer sale, assignment, transfer, conveyance, gift, pledge, mortgage, or other encumbrance of fifty percent (50%) % or more in the aggregate, whether in one or more transactions, of the assets, capital stock, membership interests or voting power of Developer, by operation of law or otherwise; (ii) the issuance of any securities by Developer which itself or in combination with any other transaction(s) results in the shareholders, members or partners Owners existing as of the Effective Date, as applicable, owning fifty percent (50%) % or less of the outstanding shares, membership interests or voting power of Developer as constituted as of the date hereof; (iii) if Developer is a Partnership, the withdrawal, death or legal incapacity of a general partner or limited partner owning fifty percent (50%) % or more of the voting power, property, profits or losses, or partnership interests of the Partnership (each of which is referred to hereinafter as a "“Partnership Right"”), or the admission of any additional general partner or the transfer by any general partner of any of its Partnership Rights in the Partnership; (iv) the death or legal incapacity of any shareholder, member or partner Owner owning fifty percent (50%) % or more of the capital stock, voting power, or Partnership Rights of Developer; and (v) any merger, stock redemption, consolidation, reorganization reorganization, recapitalization or recapitalization involving Developer, or the amendment of the articles, bylaws or operating agreement of Developer so as to other transfer control of the Developer to a person or Business Entity other than Developer, however effected. VII.3.3 7.3.3 Developer shall not in any event have the right to pledge, encumber, hypothecate or otherwise give any third party a security interest in this Agreement in any manner whatsoever without the express prior written permission of Company, which permission may be withheld for any reason whatsoever in Company's ’s sole subjective judgment.