Change in Control and Transfer Sample Clauses

Change in Control and Transfer. Any change in the Control of the Purchaser and/ or any transfer of the Specified End Use Plant along with the rights in relation to the Annual Contracted Quantity (each such event being individually referred to as a “Transfer Event”) shall be permissible with prior approval of the Seller if:
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Change in Control and Transfer. Change in Control The Recipient must obtain the prior written consent of the Departments for any Change in Control of the Recipient during the term of this Funding Agreement. The Departments must not unreasonably withhold their consent under clause 16.1(a). For purposes of clause 16.1(b) and without limitation, it will be deemed reasonable to withhold consent where the Departments have formed the view, acting reasonably, that: the Change in Control would be inconsistent with the basis upon which the Departments formed a view that the Recipient: was eligible to receive the funds; or capable to undertake the Project; or met the Merit Criteria, at the time its Application was assessed by the Departments; the Change in Control would have a material adverse effect on competition in the market for hydrogen refuelling infrastructure and hydrogen vehicles in NSW or Victoria; the Change in Control would result in the transferee not having the financial, technical or commercial capability to develop, construct, implement or operate the Project or perform the obligations under this Funding Agreement; or the Change in Control would materially reduce the likelihood of the Project achieving the Outcomes. The Recipient must provide the Departments with any information about the Change in Control reasonably requested by either or both of the Departments to allow the Departments to assess whether to provide its consent, including any information relating to the matters set out in clause 16.1(c). The Departments may require as a condition to its consent, that any person acquiring control of the Project or the Recipient (Acquiring Party, as defined in the definition of Change in Control) enters into a deed, with the form and substance acceptable to the Departments, undertaking that the Acquiring Party will ensure that the Recipient (or the new owner of the Project, as applicable) complies and will continue to comply with the Recipient’s obligations under this Funding Agreement.
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Change in Control and Transfer. 6.1 Change in Control of the Successful Bidder or any transfer of the Eligible Gas Based Plant along with the rights in relation to the PSDF Support and Allocated e-bid RLNG, shall require the prior approval of the Nodal Authority.
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Change in Control and Transfer 
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Related to Change in Control and Transfer

  • Change in Control Agreement An Agreement Regarding Change in Control in effect between the Company (or the Surviving Entity) and the Employee, if any.

  • Assignment; Change in Control This Agreement may not be assigned by either party without the prior written approval of the other party, (such approval not to be unreasonably withheld) except in connection with (i) a merger, consolidation, or similar transaction involving (directly or indirectly) a party, (ii) a sale or other disposition of all substantially all of the assets of a party, or (iii) any other form of combination or reorganization involving (directly or indirectly) such party. Any purported assignment in violation of this section shall be void.

  • Change in Control Provisions Notwithstanding anything to the contrary in these Terms and Conditions, the following provisions shall apply to all Stock Units granted under the attached Award Agreement.

  • Change in Control Severance Benefits If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

  • Change of Control Agreement Except as expressly amended herein, all of the terms and provisions of the Change of Control Agreement shall remain in full force and effect.

  • Change in Control Event XX (a) Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.

  • Change in Control Defined For purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any of the following events:

  • Change of Control Severance Benefits A Covered Termination of Executive’s employment on or within twelve (12) months following the effective date of a Change of Control entitles Executive to receive the benefits set forth in this Section 3.2.

  • Change in Control Benefits Agreement shall mean any separate agreement between Participant and the Corporation which provides Participant with special vesting acceleration and/or other special benefits with respect to one or more awards of restricted stock units made to Participant for shares of Common Stock, including (to the extent applicable) the restricted stock units evidenced by this Agreement, in the event of a change in control or ownership of the Corporation (whether or not constituting a Change in Control hereunder).

  • Change in Control Period “Change in Control Period” means the period of time beginning three (3) months prior to and ending twelve (12) months following a Change in Control.

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