Transfer and Amendment Sample Clauses
The Transfer and Amendment clause defines the rules and limitations regarding the transfer of rights or obligations under an agreement and the process for making changes to the contract. Typically, this clause specifies whether parties can assign their interests to third parties and under what conditions, such as requiring prior written consent. It also outlines the procedures for amending the contract, often mandating that any changes be made in writing and signed by all parties involved. The core function of this clause is to maintain control and clarity over who is bound by the agreement and how modifications can be validly implemented, thereby preventing unauthorized changes or transfers that could create confusion or disputes.
Transfer and Amendment. Subject to Part 5(j) herein, no transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless (i) each of Standard and Poor's Ratings Services, a Division of The M▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and M▇▇▇▇'▇ Investors Service, Inc. ("Moody's") (each a "Rating Agency") has been provided notice of the same and (ii) each of S&P and Moody's confirm in writing (including by facsimile transmission) that they will not downgrade, qualify, withdraw or otherwise modify their then-current rating of the Certificates and any notes backed by the Certificates ("Notes").
Transfer and Amendment. Commencing upon the date hereof and ending upon the earlier to occur of (x) the Purchase Option Closing Date, and the termination of this Agreement pursuant to Section 9 (such period, the “Term”), the manager of Holdings shall not (A) transfer, or permit the transfer of, any Membership Interest without the prior written consent of Dynavax or (B) amend, or permit the amendment of, any provisions relating to the transfer of Membership Interests, as set forth in Section 7.02 of the Holdings LLC Agreement, to the extent such amendment would adversely affect Dynavax’s right of consent set forth in Sections 7.02(b)(i) and 7.02(c) of the Holdings LLC Agreement.
Transfer and Amendment. Commencing upon the date hereof and ending upon the earlier to occur of (x) the Purchase Option Closing Date, and (y) the termination of this Agreement pursuant to Sections 9(a)(i) or (ii) (such period, the “Term”), the manager of Holdings shall not (A) transfer, or permit the transfer of, any Membership Interest without the prior written consent of the Company or (B) amend, or permit the amendment of, any provisions relating to the transfer of Membership Interests, as set forth in Section 7.02 of the Holdings LLC Agreement, to the extent such amendment would adversely affect the Company’s right of consent set forth in Sections 7.02(b)(i) and 7.02(c) of the Holdings LLC Agreement.
Transfer and Amendment. Commencing upon the date hereof and ending upon the earlier to occur of (x) the Purchase Option Closing Date, (y) the unexercised expiration of the Purchase Option Period, and (z) the termination of this Agreement pursuant to Section 9(b)(i) or (ii) (such period, the “Term”), the manager of Holdings shall not (A) transfer, or permit the transfer of, any Membership Interest without the prior written consent of Alexza or (B) amend, or permit the amendment of, any provisions relating to the transfer of Membership Interests, as set forth in Section 7.02 of the Holdings LLC Agreement, to the extent such amendment would adversely affect Alexza’s right of consent set forth in Sections 7.02(b)(i) and 7.02(c) of the Holdings LLC Agreement.
Transfer and Amendment. To the extent that Applicable Laws do not permit the transfer, amendment or issuance in the name of Purchaser of any Permit required to be transferred from Seller to Purchaser hereunder prior to or at Closing, then Seller shall prepare and submit prior to or at Closing all applications, documentation, amendments, certifications or other filings requested or required by Applicable Laws or Governmental Authorities to obtain such transfer, amendment or re-issuance of such Permit, and shall provide to Purchaser at Closing evidence satisfactory in form and substance to Purchaser in Purchaser’s sole discretion that such transfer, amendment or re-issuance (i) will occur not later than one hundred eighty (180) days after the Closing, and (ii) will not result in aggregate costs to Purchaser (for such Permit and all other Permits) in excess of $100,000 (to the extent not otherwise reimbursed by Seller) or any adverse changes in the terms of such Permit.
Transfer and Amendment. To the extent that Governmental Rules do not permit the transfer, amendment or issuance in the name of the Purchaser of any Governmental Approval or Permit required to be transferred from the Seller or the Project Company to the Purchaser hereunder prior to or at Closing, then the Seller shall, or shall cause the Project Company to, prepare and submit prior to or at Closing all applications, documentation, amendments, certifications or other filings requested or required by Governmental Rules or Governmental Authorities to obtain such transfer, amendment or re-issuance of such Governmental Approval or Permit, and shall provide to the Purchaser at Closing evidence satisfactory in form and substance to the Purchaser in the Purchaser’s sole discretion that such transfer, amendment or re-issuance (i) will occur not later than thirty (30) days after the Closing, and (ii) will not result in aggregate costs to the Purchaser in excess of $100,000 or any adverse changes in the terms of such Governmental Approval or Permit.
Transfer and Amendment. Commencing upon the date hereof and ending upon the earlier to occur of (x) the Purchase Option Closing Date, (y) the unexercised expiration of the Purchase Option Period, and (z) the termination of this Agreement pursuant to Section 9 (such period, the “Term”), the manager of Holdings shall not (A) transfer, or permit the transfer of, any Membership Interest without the prior written consent of Isis or (B) amend, or permit the amendment of, any provisions relating to the transfer of Membership Interests, as set forth in Section 7.02 of the Holdings LLC Agreement, to the extent such amendment would adversely affect Isis’ right of consent set forth in Sections 7.02(b)(i) and 7.02(c) of the Holdings LLC Agreement.
Transfer and Amendment