Common use of Assignment Defined Clause in Contracts

Assignment Defined. For the purpose of this Section, “assignment” shall include, but 35 not be limited to, (i) a sale, exchange or other transfer to a third party of substantially 36 all of Contractor’s assets dedicated to service under this Agreement; (ii) a sale, 37 exchange or other transfer of a membership interest in Contractor to a person who is 38 not a Member as of the Effective Date which results in a change in control of 39 Contractor; (iii) any dissolution, reorganization, consolidation, merger, re- 40 capitalization, stock issuance or reissuance, voting trust, pooling agreement, escrow 41 arrangement, liquidation or other transaction which results in a change of ownership 42 or control of Contractor; (iv) any assignment by operation of law, including insolvency 43 or bankruptcy, an assignment for the benefit of creditors, a writ of attachment for an 44 execution being levied against this Agreement, appointment of a receiver taking 45 possession of Contractor’s property, or transfer occurring in the event of a probate 46 proceeding; and (v) any combination of the foregoing (whether or not in related or 1 contemporaneous transactions) which has the effect of any such transfer or change 2 of ownership, or change of control of Contractor. The term “assignment” also 4 or other transfer of substantially all of the assets of any member of the Contractor 5 (including in the context of a bankruptcy or other insolvency proceeding or an 6 assignment for the benefit of creditors), and (3) any event that results in a change of 7 voting power, as defined in California Corporations Code, with respect to the persons 8 who exercise such voting power in a member of Contractor on the date of this 9 Agreement, other than a transfer to members of such person’s immediate family.

Assignment Defined. For the purpose of this Section, “assignment” shall include, but 35 2154 not be limited to, (i) a sale, exchange exchange, or other transfer to a third party of substantially 36 2155 all of Contractor’s assets dedicated to service under this Agreement; (ii) a sale, 37 exchange 2156 exchange, or other transfer of a membership interest in Contractor to a person who is 38 2157 not a Member as of the Effective Date which that results in a change in control of 39 Contractor; 2158 (iii) any dissolution, reorganization, consolidation, merger, re- 40 re-capitalization, stock 2159 issuance or reissuance, voting trust, pooling agreement, escrow 41 arrangement, liquidation 2160 liquidation, or other transaction which that results in a change of ownership 42 or control of 2161 Contractor; (iv) any assignment by operation of law, including insolvency 43 or 2162 bankruptcy, an assignment for the benefit of creditors, a writ of attachment for an 44 2163 execution being levied against this Agreement, appointment of a receiver taking 45 2164 possession of Contractor’s property, or transfer occurring in the event of a probate 46 2165 proceeding; and and, (v) any combination of the foregoing (whether or not in related or 1 2166 contemporaneous transactions) which that has the effect of any such transfer or change 2 of 2167 ownership, or change of control of Contractor. The term “assignment” also 4 includes: 2168 (1) any change in the identity of the Members of the Contractor: (2) the sale or other 2169 transfer of substantially all of the assets of any member Member of the Contractor 5 (including in 2170 the context of a bankruptcy or other insolvency proceeding or an 6 assignment for the 2171 benefit of creditors); and, and (3) any event that results in a change of 7 voting power, as 2172 defined in California Corporations Code, with respect to the persons 8 Persons who exercise 2173 such voting power in a member Member of Contractor on the date of this 9 Agreement, other than 2174 a transfer to members Members of such personPerson’s immediate family.