Transfers by Licensee Sample Clauses

Transfers by Licensee. Except as otherwise expressly provided herein, Licensee may not assign this Agreement or assign or sublicense any of its rights hereunder, or delegate any of its duties under this Agreement, or sell, transfer or dispose of all or substantially all of its assets relating to the Licensed Business, or merge or consolidate with any other entity in which Licensee is not the surviving entity, or engage in a transaction or series of related transactions that result in a Change in Control without Licensor’s prior written consent which it may grant or withhold in its sole discretion. Any such Transfer will be a material default under this Agreement, and Licensor shall be entitled to enjoin or obtain a court order prohibiting such Transfer without posting a bond. Licensee shall not make any Transfer to a Specially Designated National or Blocked Person; provided, however, that so long as the Ownership Interests in Licensee are publicly-traded on a U.S., nationally-recognized securities exchange, the purchase of publicly-traded Ownership Interests in Licensee by a Specially Designated National or Blocked Person shall not be deemed to be a violation of this sentence. If a Specially Designated National or Blocked Person acquires a Controlling Interest in Licensee, Licensor shall have the right to terminate this Agreement immediately upon notice to Licensee.
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Transfers by Licensee. (a) Except as otherwise expressly provided herein, Licensee may not, directly or indirectly, (x) Transfer or assign this Agreement or transfer, assign or sublicense any of its rights hereunder, or delegate any of its duties under this Agreement, or Transfer, sell or dispose of all or substantially all of its assets relating to the Licensed Business, or merge or consolidate with any other entity in which Licensee is not the surviving entity, or (y) engage in a transaction or series of related transactions that result in a Change in Control of Parent or Licensee (including, without limitation, arising out of the enforcement of a pledge of or security interest in Ownership Interests), without Licensor’s prior written consent which it may grant or withhold in its sole discretion. Notwithstanding the foregoing to the contrary, Licensor’s consent shall not be required for a Change in Control of Parent if Parent, on the date of the transaction that results in a Change in Control of Parent, (A) is a publicly traded company or (B) is not a publicly traded company, and the earnings from the Licensed Business comprise not more than 90% of Parent’s EBITDA (as demonstrated in Parent’s latest audited consolidated financial statements which shall be delivered to Licensor concurrently with any Change in Control of Parent); provided that the following conditions are satisfied as of the date of the transaction or series of transactions that result in a Change in Control of Parent:
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Transfers by Licensee. Under no circumstances may Licensee transfer a Schedule (or any interest in a Schedule) independent of the entirety of this Agreement without the prior, written consent of PHI. In addition, Licensee may not assign this Agreement as a whole without the prior, written consent of PHI. In each such case, PHI may withhold its consent in its sole discretion, or may condition its consent upon payment of a transfer fee (in an amount determined by PHI from time to time). Licensee may make transfers (that do not constitute assignments) of this Agreement as a whole without PHI's prior consent, but PHI may (after any such transfer) terminate this Agreement in accordance with Section 16.4.
Sample 1
Transfers by Licensee. The rights and interest of Licensee under this Agreement are and shall remain personal to Licensee. Licensee recognizes that Licensor has granted the License in reliance on the business, financial capacity, personal skill, qualifications and representations of the owners of Licensee (the “Owner(s)”) and in reliance upon Section 13, 14, 15 and 23 of this Agreement and the Owners’ agreement to be bound thereby. Therefore, neither Licensee’s interest, rights or privileges in the Agreement, the License or the Center, nor the Owners’ interest in Licensee or the Owner(s), in whole or in part, voluntarily or involuntarily, by operation of law or otherwise, in any manner, except as provided in this Section 13. Notwithstanding the foregoing, an Owner may transfer all or a portion of his interest in Licensee to another Owner or to Licensee (such person or entity being referred to as a “Permitted Transferee”) and such transfer shall not be subject to the restrictions of this Section 13, including but not limited to the transfer fee set forth herein; provided, however, Licensee shall promptly notify Licensor of any such transfer. For purposes of this Agreement, the term “transfer” shall mean any issuance, sale, assignment, gift, pledge, mortgage or any other encumbrance (other than a lien against Licensee’s assets to secure a loan for the construction, remodeling, equipping or operation of the Center), transfer by bankruptcy, transfer by judicial order, merger, consolidation share exchange, transfer by operation of law or otherwise, whether direct or indirect, voluntary or involuntary.
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Transfers by Licensee. This License is not transferrable and to change the License holder a new License must be approved by Licensor and, if approved, executed by the new licensee. Licensee understands and acknowledges that the rights and duties set forth in this Agreement are personal to Licensee, and that Licensor has entered into this Agreement in reliance on the business skill, financial capacity, and personal character of Licensee (if Licensee is an individual), and that of the partners, members, or stockholders of Licensee (if Licensee is a partnership, company, corporation, or other legal entity). Accordingly, neither Licensee nor any immediate or remote successor to any part of Licensee's interest in this Agreement, nor any individual, partnership, company, corporation, or other legal entity which directly or indirectly owns an Equity Interest (as defined herein) in Licensee shall sell, assign, transfer, convey, pledge, mortgage, encumber, or give away ("Transfer") any direct or Indirect Interest in this Agreement or Equity Interest in Licensee, except as provided in this Agreement.
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Transfers by Licensee. Licensee shall not transfer, convey, mortgage, pledge, hypothecate, or encumber Licensee’s license interest hereunder or grant any license, concession, or other right to use any portion of the Conduit or Equipment Area without the prior written consent of Owner, which may be granted or withheld in Owner’s sole discretion. The prohibitions specified in this Paragraph shall be in addition to, and independent of, the provisions of Paragraph 13 hereof and shall be construed to include, without limitation, any such prohibited transfers occurring by operation of law. Any attempt by Licensee to accomplish a transfer prohibited by the provisions of this License, without having obtained the prior written consent of Owner thereto shall be void and of no force or effect and may, at the option of Owner, constitute a material default hereunder. Notwithstanding the foregoing, Licensee shall have the right, without Owner’s consent, to assign this License, in whole or in part, or to sublet or sublicense its rights hereunder, to any Affiliate (as defined in the Lease) or to any transferee of any interest in the Lease pursuant to a Permitted Transfer (as defined in the Lease).
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Transfers by Licensee 
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Related to Transfers by Licensee

  • Transfers by Landlord Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations hereunder and in the Building and Property referred to herein, and in such event and upon such transfer Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for the performance of such obligations.

  • Transfers by Banks If a Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 26.2 (ASSIGNMENTS AND TRANSFERS BY BANKS), then such transfer may be effected by the delivery to the Agent and the Borrower of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate) the date of delivery of such Transfer Certificate to the Agent:

  • Transfers by Members No holder of Units shall Transfer any interest in any Units, except Transfers (a) pursuant to and in accordance with Sections 10.02 and 10.09 or (b) approved in advance and in writing by the Manager, in the case of Transfers by any Member other than the Manager, or (c) in the case of Transfers by the Manager, to any Person who succeeds to the Manager in accordance with Section 6.04. Notwithstanding the foregoing, “Transfer” shall not include (i) an event that terminates the existence of a Member for income tax purposes (including, without limitation, a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member), but that does not terminate the existence of such Member under applicable state Law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member) or (ii) any indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in the Corporation.

  • Transfers to QIBs The following provisions shall apply with respect to the registration of any proposed transfer of a Note constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):

  • Transfers to Affiliates Notwithstanding the provisions of Section 7.1, a Partner may, without the consent of the other Partner, Transfer all or a portion of its Interest to an Affiliate of such Partner, so long as such Affiliate is admitted to the Partnership as a Partner pursuant to Section 7.3, and provided further that such Affiliate is not a Benefit Plan Investor.

  • TRANSFERS AND PROMOTIONS Section 1. Notices of lateral transfer opportunities shall be posted for at least five (5) days on division bulletin boards and in branch offices. If an employee desires to transfer, he/she must submit a written request to the Agency’s Personnel Section.

  • Transfers, etc (a) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change.

  • Transfer of License Notwithstanding the provisions of conditions 17.1 and 17.2, if Customer sells or transfers the Equipment in which the Software operates, Kodak shall offer to license the Software, and to provide services, to any bona fide end user (“Transferee”) pursuant to Kodak’s then current standard terms, conditions and fees, provided that the Transferee is not considered, in Kodak’s discretion, a competitor of Kodak or its parent, affiliates or subsidiaries. To the extent that the Software is licensed to a Transferee in accordance with this condition, Customer’s license to use the Software shall be deemed terminated. Kodak shall offer to provide de-installation services for the Customer and re-installation and certification for the Equipment and Software and services for the Transferee at Kodak’s then current applicable fees.

  • Transfers to Permitted Transferees Prior to the transfer of Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), the Executive shall deliver to Investors a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Units transferred to such Person will continue to be Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Units in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and Investors shall not record such transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.

  • Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.

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