Assignments and Change of Control Sample Clauses

Assignments and Change of Control a. This Agreement shall be binding upon and inure to the benefit of the successors of the Parties but shall not be assignable by Calix without the prior written consent of Ericsson, which shall not be unreasonably withheld. Calix acknowledges and agrees that it shall be reasonable for Ericsson or its Affiliates to withhold consent for, inter alia, any requested assignment of this Agreement to any competitor of Ericsson or its Affiliates. Ericsson may assign its rights and obligations under this Agreement to an Affiliate and may assign, transfer, sell, further license or sublicense any of the Licensed Patents to any Affiliate or third party, provided that such assignment, transfer, sale, further license or sublicense of this Agreement to an Affiliate is made subject to the rights of Calix as set forth herein, including those under Section 2.3, and provided further that any assignment, transfer, sale, further licensing or sublicensing any of the Licensed Patents to any Affiliate or third party is made subject to the rights of Calix with respect to such Licensed Patents as set forth herein. This Agreement shall automatically terminate (i) in the event Calix attempts to assign the Agreement without Ericsson's prior written consent; or (ii) to sublicense Calix's rights, except as permitted by Section 2.2. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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Assignments and Change of Control. This Agreement and the MRO shall not be assignable by Developer without the prior written consent of the City (which may be withheld by the City for any reason). The ownership or control of Developer shall not be transferred to any person or entity without the prior written consent of the City (which may be withheld by the City for any reason). The prohibition on the transfer of ownership or control shall not be applicable in the event of the death of a member and the interest being transferred is the deceased member’s interest. The term “ownership or control” shall mean twenty percent (20%) or more of the Ownership Interests in Developer. For the purposes of this Agreement, “Ownership Interests” shall mean the members’ rights to share in distributions and other economic benefits of Developer, the members’ rights to participate in decision making, or both. The current members of Developer are identified on Exhibit D attached hereto and incorporated herein by reference. In the event this Agreement is assigned by Xxxxxxxxx, such assignee shall execute all documents required by the City to confirm that such assignee is bound by the terms of this Agreement and agrees to perform all of Developer’s obligations set forth in this Agreement. Further, in the event this Agreement is assigned by Xxxxxxxxx, Xxxxxxxxx agrees to remain jointly and severally liable for all obligations of the Developer (whether to be completed by itself or its assign) under this Agreement. Notwithstanding any provision herein to the contrary, this Agreement and the MRO may be collaterally assigned to a mortgage lender financing the development and completion of the Project.
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Assignments and Change of Control. This Agreement and the MRO shall not be assignable by Developer or Seller without the prior written consent of the City (which may be withheld by the City for any reason). The ownership or control of Developer or Seller shall not be transferred to any person or entity without the prior written consent of the City (which may be withheld by the City for any reason). The prohibition on the transfer of ownership or control shall not be applicable in the event of the death of a member and the interest being transferred is the deceased member’s interest. The term “ownership or control” shall mean 20% or more of the Ownership Interests in Developer or Seller (as applicable). For the purposes of this Agreement, “Ownership Interests” shall mean the members’ right to share in distributions and other economic benefits of Developer or Seller (as applicable), the members’ right to participate in decision making, or both. The current members of Developer and Seller are identified on Exhibit G attached hereto and incorporated herein by reference.
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Assignments and Change of Control. You may not assign this Agreement without the prior written consent of Company. This Agreement in its entirety will survive any change in control of the company's officers and directors. In such, the new officers and director will fulfill their obligations to recognize and honor the terms and conditions of this agreement.
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Assignments and Change of Control. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and provided that neither party shall assign this Agreement or any of its rights, privileges or obligations without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that in the event of a Change of Control, written notification will be required but not consent. Notwithstanding the two immediately preceding sentences, in the event of a Change of Control of Sepracor, [**].
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Assignments and Change of Control. For the purposes of this Section 13.1, "Control" shall mean the holding and/or possession of a beneficial interest in and/or the ability to exercise the voting rights applicable to shares, stocks, or other securities of a Party (whether directly or by means of holding such interests in one or more legal entities) which confer in aggregate on the holders thereof (i) in the case of an industrial corporate holder, 35% or more, or (ii) in the case of a non-industrial holder, more than 50%, of the total voting rights exercisable at general meetings of that Party or with respect to all or substantially all matters affecting that Party.
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Assignments and Change of Control. On2 may not assign, transfer, or otherwise dispose of this Agreement, or any rights or obligations hereunder, without Real's prior written consent, including pursuant to a "Change of Control" which will not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.
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Assignments and Change of Control. For the purposes of this Section 11.1, "Control" shall mean the holding and/or possession of a beneficial interest in and/or the ability to exercise the voting rights applicable to shares, stocks, or other securities of a Party (whether directly or by means of holding such interests in one or more legal entities) which confer in aggregate on the holders thereof fifty percent (50%) or more of the total voting rights exercisable at general meetings of that Party or with respect to all or substantially all matters affecting that Party.
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Assignments and Change of Control. This Agreement shall be bindings upon the inure to the benefit of the parties hereto and their respective successors and assigns and provided that neither party shall assign this Agreement or any of its rights, privileges or obligations without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that in the event of a Change of Control, written notification will be required but not consent. Notwithstanding the two immediately preceding sentences, in the event of a Change of Control of Sepracor, [**] (I) [**] Sepracor's right to copromote pursuant to Section 2.4(b) hereof (or any subsequent compromotion agreement) [**] to the party [**], or (ii) [**] the right to copromote [**] the party [**]of all Net Sales of those Products to which Sepracor's copromotion right may apply, such [**] until the right to copromote would, if exercised, expire by its terms.
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Related to Assignments and Change of Control

  • 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 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, 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 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 Assignment; 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.

  • Assignment; Change of Control Except as provided in this Section 9.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party.

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Upon a Change of Control In the event of the occurrence of a Change in Control while the Executive is employed by the Company:

  • Change of Control Provisions If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Debentures as described above, the Company will be required to make an offer to each holder of Debentures to repurchase all or any part (in integral multiples of $1,000) of that holder’s Debentures at a repurchase price in cash equal to 101% of the aggregate principal amount of Debentures repurchased plus any accrued and unpaid interest on the Debentures repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Company’s option, prior to a Change of Control, but after the public announcement of the Change of Control, the Company will mail a notice to each holder of Debentures, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Debentures on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Debentures as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Debentures, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Debentures by virtue of such conflict. Sinking Fund Provisions: No sinking fund provisions Defeasance Provisions: Legal defeasance and covenant defeasance permitted upon compliance with conditions set forth in the Indenture Additional Terms: Except as otherwise provided in this Schedule II, such other terms are specified in the Pricing Prospectus. Capitalized terms used herein and not defined herein have the meanings specified in the Pricing Prospectus. Time of Sale:

  • Termination on Change of Control 26.12.1 The Supplier shall notify the Authority immediately in writing if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Authority immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Authority may terminate this Framework Agreement by giving notice in writing to the Supplier with immediate effect within six (6) Months of:

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