Assignment; Change in Control. 19.1 Neither Party may assign, delegate, or otherwise transfer this Agreement, or any rights, remedies, or obligations under this Agreement, (including by forward or reverse merger, consolidation, dissolution, or operation of law, and whether voluntarily or by a governmental authority’s action or order) without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that either Party may assign, delegate, or otherwise transfer this Agreement or any rights, remedies, or obligations under this Agreement without the other Party’s consent to: (i) an Affiliate; or (ii) an acquirer of all or substantially all of the equity interests, assets, or business to which this Agreement relates of the assigning Party (including by a merger, consolidation, or operation of law). Any purported assignment, delegation or other transfer in violation of this Clause 19.1 is void. You acknowledge that your assignment, delegation, or other transfer of this Agreement will not relieve you of your obligations under this Agreement. This Agreement binds and inures to the benefit of the Parties and their respective permitted assignees and successors.
Assignment; Change in Control. This Agreement may not be assigned by either party without the prior written approval of the other party, (such approval not to be unreasonably withheld) except in connection with (i) a merger, consolidation, or similar transaction involving (directly or indirectly) a party, (ii) a sale or other disposition of all substantially all of the assets of a party, or (iii) any other form of combination or reorganization involving (directly or indirectly) such party. Any purported assignment in violation of this section shall be void.
Assignment; Change in Control. 10.1 The rights and obligations of the Corporation under this Agreement shall inure to the benefit of and be binding upon the successors and assignees of the Corporation, including in the event of a Change in Control. Change in Control shall mean any transaction or series of related transactions, whether involving the Corporation, the Holders of any class or series of its Stock (whether now or hereafter authorized), or both, resulting in any Person or group of Persons acting in concert who were not theretofore the Holder or Holders of Voting Securities enabling the Holder or Holders thereof to cast more than a majority of the votes which may be cast for the election of directors becoming the Holder or Holders of at least such amount of Voting Securities (for such purpose, treating instruments or Securities issued in such transaction which are convertible into or exchangeable or exercisable for Voting Securities as being so converted, exchanged or exercised upon issuance, regardless of the terms thereof).
Assignment; Change in Control. 53 16.1 Limitations on Assignment of Project by Project Co 53 16.2 Limitations on Change in Control 54 16.3 Factors Authority May Consider 55 16.4 Limitations on Assignment of Project by Authority 55 16.5 Costs of Request for Consent 55 16.6 Excessive Equity Gain 55 17. GENERAL 55 17.1 Confidentiality 55 17.2 Personal Information and Personal Health Information 57 17.3 Security Sensitive Work 57 17.4 Public Communications 57 17.5 Law of Agreement 58 17.6 Attornment 58 17.7 Entire Agreement, Waivers and Consents in Writing 58 17.8 Notices 59 17.9 Further Assurances 61 17.10 Counterparts 61 17.11 No Partnership, etc 61 17.12 Survival 61 SCHEDULE 1 DEFINITIONS AND INTERPRETATION SCHEDULE 2 DESIGN AND CONSTRUCTION PROTOCOLS SCHEDULE 3 DESIGN AND CONSTRUCTION SPECIFICATIONS SCHEDULE 4 SERVICES PROTOCOLS AND SPECIFICATIONS SCHEDULE 5 INSURANCE SCHEDULE 6 CHANGES, MINOR WORKS AND INNOVATION PROPOSALS SCHEDULE 7 LANDS SCHEDULE 8 PAYMENTS SCHEDULE 9 COMPENSATION ON TERMINATION SCHEDULE 10 LENDERS’ REMEDIES AGREEMENT SCHEDULE 11 MATERIAL PROJECT CONTRACT COLLATERAL AGREEMENT SCHEDULE 12 PROJECT CO’S OWNERSHIP INFORMATION SCHEDULE 13 DISPUTE RESOLUTION PROCEDURE SCHEDULE 14 RECORDS AND REPORTS SCHEDULE 15 FINANCIAL MODEL SCHEDULE 16 COMMUNICATION ROLES SCHEDULE 17 KEY INDIVIDUALS SCHEDULE 18 COMPLETION DOCUMENTS SCHEDULE 19 PLANNED REFINANCING SCHEDULE 20 PRIVACY PROTECTION SCHEDULE 21 SECURITY PROTOCOLS PROJECT AGREEMENT THIS AGREEMENT dated as of August 27, 2015 is entered into: BETWEEN: Her Majesty the Queen in Right of the Province of Saskatchewan, as represented by the Minister of Central Services (the “Authority”) AND: Access Prairies Partnership, a general partnership of Xxxxxx APP Holdings Ltd. and Carillion APP GP Holdings Inc. (“Project Co”)
Assignment; Change in Control. This Agreement may not be assigned by you without the prior written approval of xxxxxxxxxx.xxx but may be assigned without your consent by xxxxxxxxxx.xxx to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of xxxxxxxxxx.xxx directly or indirectly owning or controlling 50% or more of you shall entitle xxxxxxxxxx.xxx to terminate this Agreement for cause immediately upon written notice.
Assignment; Change in Control. Seller shall not assign, sell, transfer or dispose of (in whole or in part) any of its rights or obligations under the performance of this Agreement without prior written consent of Cadence. Proceeds due or to become due under this Agreement may be assigned by Seller only with the written consent of Cadence and provided that payment to an assignee of any claim related to this Agreement shall be subject to all applicable defenses, reductions and setoffs. A “Change in Control” is defined as a change in ownership or control of twenty-five (25%) percent of the ownership of the Seller. A Change of control in Seller shall be considered an assignment subject to the provisions of this Article. Seller shall notify Cadence immediately of any change in the nature of its ownership or business or any other circumstances which may affect its performance under the Agreement. Cadence reserves the right to terminate the Agreement for default in the event such change may result in a conflict of interest or otherwise prejudice performance under this Agreement.
Assignment; Change in Control. This Agreement may not be assigned by you without the prior written approval of TalentCare but may be assigned without your consent by TalentCare to any party acquiring all or any part of TalentCare’s assets. Any actual or proposed change in control of you that results or would result in a Competitor of TalentCare directly or indirectly owning or controlling 50% or more of you shall entitle TalentCare to terminate this Agreement for cause immediately upon written notice.
Assignment; Change in Control neither Party may assign or transfer this Agreement as a whole, or any of its rights or obligations under it, without first obtaining the written consent of the other Party. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. Furthermore, in the event of either:
Assignment; Change in Control. 12.1 Ability of BMI to Assign Agreement. The Agreement shall be assignable by BMI with the prior written consent of BII, which consent shall not be unreasonably withheld.
Assignment; Change in Control. This Agreement may not be assigned by Client without the prior written approval of Upendo. Upendo may assign this Agreement to a parent, or affiliate, an acquirer of assets, or a successor by merger. Any purported assignment in violation of this Section 11 will be void.
