Transfer and Amendment Sample Clauses

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 MxXxxx-Xxxx Companies, Inc. ("S&P") and Mxxxx'x 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").
Sample 1Sample 2See All (15)
AutoNDA by SimpleDocs
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.
Sample 1Sample 2See All (4)
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.
Sample 1Sample 2
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) (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.
Sample 1
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.
Sample 1
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.
Sample 1
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 Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. 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 Lexicon 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 Lexicon’s right of consent set forth in Sections 7.02(b)(i) and 7.02(c) of the Holdings LLC Agreement.
Sample 1
AutoNDA by SimpleDocs
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.
Sample 1
Transfer and Amendment 
Sample 1Sample 2

Related to Transfer and Amendment

  • Waiver and Amendment Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.

  • Assignment and Amendment This Agreement may not be assigned by the Subadviser, and shall automatically terminate, without the payment of any penalty, in the event: (a) of its assignment, including any change in control of the Adviser or the Subadviser which is deemed to be an assignment under the 1940 Act, or (b) that the Advisory Agreement is assigned or terminates for any reason. Trades that were placed prior to such termination will not be canceled; however, no new trades will be placed after notice of such termination is received. Termination of this Agreement shall not relieve the Adviser or the Subadviser of any liability incurred hereunder. The terms of this Agreement shall not be changed unless such change is agreed to in writing by the parties hereto and is approved by the affirmative vote of a majority of the Trustees of the Trust voting in person, including a majority of the Trustees who are not interested persons of the Trust, the Adviser or the Subadviser, at a meeting called for the purpose of voting on such change, and (to the extent required by the 0000 Xxx) unless also approved at a meeting by the affirmative vote of the majority of outstanding voting securities of the Fund.

  • Waiver and Amendments Any waiver, alteration, amendment, or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto; provided, however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

  • ASSIGNMENT AND AMENDMENTS This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in section 2(a)(4) of the 1940 Act); provided that such termination shall not relieve the Adviser of any liability incurred hereunder. This Agreement may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto and in accordance with the 1940 Act, when applicable.

  • Termination Waiver and Amendment 40 7.1 TERMINATION...................................................40 7.2

  • Termination and Amendment 53 8.1. TERMINATION.............................................................................53 8.2.

  • Duration and Amendment 1114 Agreement shall continue in full force and effect from September 1, 2015 to and including August 31, 2019. The Agreement shall continue in effect from year-to-year thereafter unless either party notifies the other in writing not less than ninety (90) calendar days prior to the expiration date that a modification or termination of the Agreement is desired. Should either party to this Agreement serve such notice upon the other party, EMU and the Association shall meet for the purpose of negotiation and shall commence consideration of proposed changes or modifications in the Agreement not less than sixty (60) calendar days prior to the expiration of the Agreement. 1115 If, pursuant to such negotiation, an Agreement on the renewal or modification of this Agreement is not reached prior to the expiration date, this Agreement shall expire at the expiration date unless it is extended for a specified period by mutual agreement of the parties. 1116 In witness whereof, this Agreement has been executed by the parties by their duly authorized representatives this 7th day of August, 2015. EASTERN EASTERN MICHIGAN UNIVERSITY MICHIGAN CHAPTER OF THE AMERICAN UNIVERSITY ASSOCIATION OF UNIVERSITY PROFESSORS Xxxxx Xxxxxxx, III Xxxxx Xxxxxxx, Chief Negotiator Xxxxxx Xxxxx, Associate Professor Chief Negotiator Accounting and Finance Geography and Geology Xxxxxxxxx Xxxxxxx, Associate Xxxx Xxxxx Xxxxxx, Contract Administrator Xxxxxxxxx Xxxxxxx, Professor Health and Human Services EMU-AAUP CMTA Xxxxxx Xxxxxxxxx, Assoc. Vice President Xxxxxx Xxxxxx, Xxxxxxxxx Xxxx Xxxxxxxxx, Professor Academic Programming Accounting and Finance Special Education Xxxx Xxxxx, Executive Director Finance Xxxxxxx Xxxxx, Associate Professor CMTA Xxxxxx Xxxx, Associate Professor Economics Xxxxx Xxxxx, Asst. Vice President Academic Affairs Xxxxxx Xxxxxx, Associate Professor Library Appendix A MFA Equivalency MEMORANDUM OF UNDERSTANDING BY AND BETWEEN EASTERN MICHIGAN UNIVERSITY AND THE EASTERN MICHIGAN UNIVERSITY CHAPTER OF THE AMERICAN ASSOCIATION OF UNIVERSITY PROFESSORS It is agreed and understood that the MFA designated as equivalent to the Ph.D. is intended to reflect the decision of Arbitrator Xxxxxxx Xxxxx of June 29, 1977. Accordingly, only Faculty Members covered by that decision shall be considered to be automatically entitled to such equivalencies. However, in those cases in other disciplines where the MFA is determined by EMU and AAUP to be the terminal degree and considered equivalent to a Ph.D., Faculty Members with the MFA in such a discipline shall, upon approval of the parties, have such degree equivalency recognized. A request for such a determination may be initiated by a Department to either EMU or the AAUP. It is further understood that educational equivalencies which have been or may be included in the Departmental Evaluation Documents developed in accordance with the provisions of Article XIII of the Collective Bargaining Agreement, shall not be construed to imply equivalency for the Ph.D. except in those limited instances where the X.X. degree has been determined in the Department Evaluation Documents to be the appropriate terminal degree for Faculty Members specifically assigned specialized courses related to law and/or the legal system. Faculty Members who attain degrees equivalent to the Ph.D. as provided herein, shall not be eligible for compensation for the attainment of the doctorate as provided in Article XVIII.K. EASTERN EASTERN MICHIGAN UNIVERSITY MICHIGAN CHAPTER OF THE AMERICAN UNIVERSITY ASSOCIATION OF UNIVERSITY PROFESSORS Xxxxx Xxxxxxx, III Xxxxx Xxxxxxx Chief Negotiator Chief Negotiator Appendix B MEMORANDUM OF UNDERSTANDING BY AND BETWEEN EASTERN MICHIGAN UNIVERSITY AND THE EASTERN MICHIGAN UNIVERSITY CHAPTER OF THE AMERICAN ASSOCIATION OF UNIVERSITY PROFESSORS It is hereby understood and agreed between Eastern Michigan University and Eastern Michigan University Chapter of the American Association of University Professors that one Faculty Short-term Service Parking space will be available for Faculty Members to load and unload instructional materials used in their teaching assignments off campus, in each of the following parking lots, Xxxxx, Sill, Xxxx Xxxxxxxxx, Xxxx- Xxxxxxx, and Xxxxxxxxx. In addition EMU agrees to make available parking permits for faculty members to use the referenced parking spaces. The parking permits shall be available in the Office of the Building Administrator of Sill Hall, Rackham, Roosevelt, Xxxx-Xxxxxxx, and Xxxx Xxxxxxxxx. EASTERN EASTERN MICHIGAN UNIVERSITY MICHIGAN CHAPTER OF THE AMERICAN UNIVERSITY ASSOCIATION OF UNIVERSITY PROFESSORS Xxxxx Xxxxxxx, III Xxxxx Xxxxxxx, Chief Negotiator Chief Negotiator Appendix C DID Committee MEMORANDUM OF UNDERSTANDING BY AND BETWEEN EASTERN MICHIGAN UNIVERSITY AND THE EASTERN MICHIGAN UNIVERSITY CHAPTER OF THE AMERICAN ASSOCIATION OF UNIVERSITY PROFESSORS It is xxxxxx understood and agreed between Eastern Michigan University and the Eastern Michigan University Chapter of the American Association of University Professors that the Assistant Vice President for Academic Affairs (and their designees) and the President of the EMU- AAUP (and their designees) will form a temporary DID committee to: • Review and approve the Department Input Document changes based on the addition of equivalencies to Department Input Documents. • The term of this committee will be effective September 1, 2015 to August 31, 2016. • This committee will ensure the consistency and fairness of equivalencies across departments and will have final approval. It is further specifically understood and agreed by the parties to this Agreement that the provisions stated above are consistent with the Collective Bargaining Agreement between EMU and the AAUP, and therefore, that the provisions herein will not alter, modify, or otherwise establish precedent for future interpretation or application of that Agreement. EASTERN EASTERN MICHIGAN UNIVERSITY MICHIGAN CHAPTER OF THE AMERICAN UNIVERSITY ASSOCIATION OF UNIVERSITY PROFESSORS Xxxxx Xxxxxxx, III Xxxxx Xxxxxxx Chief Negotiator Chief Negotiator Appendix D Multi-Year Contract Joint Task Force MEMORANDUM OF UNDERSTANDING BY AND BETWEEN EASTERN MICHIGAN UNIVERSITY AND THE EASTERN MICHIGAN UNIVERSITY CHAPTER OF THE AMERICAN ASSOCIATION OF UNIVERSITY PROFESSORS It is hereby understood and agreed between Eastern Michigan University and the Eastern Michigan University Chapter of the American Association of University Professors agree to participate in a joint task force to develop and test an implementation plan to roll out the new multi-year contract evaluation procedure by September 1, 2016. The plan will include the establishment of an electronic evaluation dossier, including all process features and contractual requirements of the faculty evaluation process. The committee will also choose a new student evaluation system. The committee will include up to four (4) members selected by the EMU-AAUP and up to four (4) members selected by the administration. It is further specifically understood and agreed by the parties to this Agreement that the provisions stated above are consistent with the Collective Bargaining Agreement between EMU and the AAUP, and therefore, that the provisions herein will not alter, modify, or otherwise establish precedent for future interpretation or application of that Agreement. EASTERN EASTERN MICHIGAN UNIVERSITY MICHIGAN CHAPTER OF THE AMERICAN UNIVERSITY ASSOCIATION OF UNIVERSITY PROFESSORS Xxxxx Xxxxxxx, III Xxxxx Xxxxxxx Chief Negotiator Chief Negotiator Appendix E Faculty Hired Prior to September 1, 2015 will use Article XV (below), from the 2012-2015 Collective Bargaining Agreement for evaluative purposes.

  • Integration and Amendment This Agreement represents the entire Agreement between the parties and there are no oral or collateral agreements or understandings. This Agreement may be amended only by an instrument in writing signed by the parties.

  • Modification and Amendment This Agreement may not be changed, modified, discharged or amended, except by an instrument signed by all of the parties hereto.

  • Entirety and Amendments This Agreement embodies the entire agreement between the parties and supersedes all prior agreements and understandings relating to the Property. This Agreement may be amended or supplemented only by an instrument in writing executed by the party against whom enforcement is sought.

Time is Money Join Law Insider Premium to draft better contracts faster.