Shareholders/Borrower Sample Clauses

Shareholders/Borrower. The Borrower may not assign or transfer any of its rights, benefits or obligations under this Agreement. None of the Shareholders may assign or transfer any of their respective rights, benefits or obligations under this Agreement other than in the following manner and upon the following terms:- (1) in the case of EDBI, it may transfer all of its rights, benefits and obligations under this Agreement to any of its wholly-owned subsidiaries which has acquired all the shares owned by EDBI in the Borrower, provided that (a) the transferee shall have agreed in writing to the other parties to this Agreement to assume all the obligations of EDBI under this Agreement and (b) EDBI and the transferee shall have undertaken to the other parties to this Agreement to ensure that, in the event that the transferee ceases to be a wholly-owned subsidiary of EDBI, the transferee shall transfer all its rights, benefits and obligations under this Agreement to EDBI or a wholly-owned subsidiary of EDBI; and (2) in the case of HPE, it may transfer all of its rights, benefits and obligations under this Agreement to a HP Entity (provided that, at the time of such transfer, HP owns at least 95 per cent. of the issued share capital of such HP Entity) which has acquired all the shares owned by HPE in the Borrower, provided that (a) such HP Entity shall have undertaken to the other parties to this Agreement to assume all the obligations of HPE under this Agreement and (b) HPE and such HP Entity shall have undertaken to the other parties to this Agreement to ensure that, in the event HP ceases to own at least 95 per cent. of the issued share capital of such HP Entity, such HP Entity shall transfer all its rights, benefits and obligations under this Agreement to HP, HPE or another HP Entity (of which HP owns at least 95 per cent. of its issued share capital).