Limitations on Change of Control Sample Clauses

Limitations on Change of Control. In the event of a Change of Control:
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Limitations on Change of Control. In the event of a Change of Control where OpCo is the Acquired Party as set forth in Section 5.1: (i) the license set forth in Section 3.1 to Parent Licensed Software shall automatically become limited and shall not extend to (x) any product or service of the Acquiring Party or its Affiliates (other than SpinCo Licensees) that is sold, distributed, provided or otherwise commercialized at any time or (y) any product or service of SpinCo Licensees other than such products and services sold by SpinCo Licensees as of the date of the agreement providing for such Change of Control of OpCo (and natural extensions of such products and services) and (ii) the licenses hereunder granted to or reserved by and on behalf of, as applicable, the Parent Group shall continue in accordance with the terms of this Agreement and shall not otherwise be affected by the Change of Control of OpCo.
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Limitations on Change of Control. In the event of a Change of Control where SpinCo is the Acquired Party as set forth in Section 5.1: (i) the license set forth in Section 3.1 to Parent Licensed Software and Section 3.4(a) to Parent Licensed Patents shall automatically become limited and shall not extend to (x) any product or service of the Acquiring Party or its Affiliates (other than SpinCo Licensees) that is sold, distributed, provided or otherwise commercialized at any time, or (y) any product or service of SpinCo Licensees other than such products and services sold by SpinCo Licensees as of the date of the agreement providing for such Change of Control of SpinCo (and natural extensions of such products and services), and (ii) the licenses granted hereunder to Parent Licensees shall continue in accordance with the terms of this Agreement and shall not otherwise be affected by the Change of Control of SpinCo.
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Limitations on Change of Control or Sale a) For a period of ten (10) years after the Closing (the “Initial Ten Year Period”), Bidd Bidder 2 will not (i) enter into a merger or other form of a transfer or change of control transaction with a third party with respect to the Business (a “Change of Control Transaction”), or (ii) sell, convey, or otherwise transfer all or substantially all of the assets of the Business to a third party (whether in a single transaction or in a series of transactions) (an “Asset Sale”); provided, however, that the foregoing restrictions of this Paragraph 11 shall not apply to a change of control of Bidd Bidder 2 . b) In the event that, during the ten (10) year period after the Initial Ten Year Period, BiddeBidder 2 enters into a Change of Control Transaction or Asset Sale and the proceeds thereof are not used for the benefit of that portion of the Business remaining with Bidd Bidder 2 , then Bidde Bidder 2 will pay to the New Foundation an amount equal to the product of (i) the proceeds from such a transaction net of any liabilities of the Business retained by Bidder multiplied by (ii) the percentage that results from a fraction the numerator of which is [$ ] million plus anydetermined by a formula mutually agreed to by the parties and set forth in the Definitive Agreement. This formula will take into account the value of the Business at Closing, the amount of capital the New Foundation has contributed to the Business since the Closing and minus the product of, the amount of capital Bidder 2 has invested in the Business since Closing, and the number of full years since the expiration of the Initial Ten Year Period multiplied by [$ ] million and the denominator of which is [$ ] million plus the amount of capital Bidder has invested in the Business since the Closing.
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Limitations on Change of Control. Dermavant shall not, directly or indirectly, effectuate or consummate a Change of Control; provided, however, that Dermavant may, directly or indirectly, effectuate or consummate a Pre-Funding Change of Control by exercising its Pre-Funding Change of Control Option if it pays, within ten Business Days of its exercise of such Pre-Funding Change of Control Option, the Pre-Funding Change of Control Option Price in accordance with the terms of this Agreement.
Sample 1
Limitations on Change of Control or Sale For a period of ten (10) years after the Closing (the “Initial Ten Year Period”), Bidder will not (i) enter into a merger or other form of a transfer or change of control transaction with a third party with respect to the Business (a “Change of Control Transaction”), or (ii) sell, convey, or otherwise transfer all or substantially all of the assets of the Business to a third party (whether in a single transaction or in a series of transactions) (an “Asset Sale”); provided the foregoing restrictions of this Paragraph 13 shall not apply to a change of control of Bidder.
Sample 1

Related to Limitations on Change of Control

  • Limitations on Fundamental Changes Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets except:

  • Restrictions on Fundamental Changes (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock.

  • Limitation on Fundamental Changes Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that:

  • Restriction on Fundamental Changes; Asset Sales Company shall not, and shall not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of Company or any of its Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or assets (including its notes or receivables and Capital Stock of a Subsidiary, whether newly issued or outstanding), whether now owned or hereafter acquired, except:

  • Limitation on Effecting Transactions Resulting in Certain Adjustments The Company will not engage in or be a party to any transaction or event that would require the Conversion Rate to be adjusted pursuant to Section 5.05(A) or Section 5.07 to an amount that would result in the Conversion Price per share of Common Stock being less than the par value per share of Common Stock.

  • Limitation on Transactions If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of a dividend in connection with the implementation of a shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

  • Limitation on Changes in Fiscal Periods Permit the fiscal year of the Borrower to end on a day other than December 31 or change the Borrower's method of determining fiscal quarters.

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