Non-Affiliates. The Company hereby acknowledges that the Purchasers, other than Dxxx Xxxxxxxxxxxx, are not and will not be upon closing of this Agreement be deemed an “affiliate” as defined in Rule 144 nor will the Purchasers be deemed a “group” (as described in Rule 13d-5(b)(1) promulgated under the 1934 Act). The Company will not take any action such that the Purchasers will be deemed to be affiliates.
Non-Affiliates. For purposes of any duties and obligations to the other party as set forth in this Agreement, Bank and Company shall not be considered “Affiliates” or “affiliates” of one another notwithstanding Bank’s ownership of equity in Company.
Non-Affiliates. For purposes of the duties and obligations to one another as set forth in this Agreement, Customer and Vendor shall not be considered “affiliates” of one another notwithstanding Customer’s ownership of equity in Vendor.
Non-Affiliates i. If the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act), any person who is not an affiliate of the issuer at the time of the sale, and has not been an affiliate during the preceding three months, who sells restricted securities of the issuer for his or her own account shall be deemed not to be an underwriter of those securities within the meaning of section 2(a)(11) of the Act if all of the conditions of paragraphs (c)(1) and (d) of this section are met. The requirements of paragraph (c)(1) of this section shall not apply to restricted securities sold for the account of a person who is not an affiliate of the issuer at the time of the sale and has not been an affiliate during the preceding three months, provided a period of one year has elapsed since the later of the date the securities were acquired from the issuer or from an affiliate of the issuer.
Non-Affiliates. Except as provided in subsection (b)(ii) below, neither Party may assign its rights or obligations under this Agreement to a non-Affiliate without the prior written consent of the other Party, except in connection with a merger or similar reorganization or the sale of all or substantially all of its assets. This Agreement shall survive any such merger or reorganization of either Party with or into, or such sale of assets to, another party and no consent for such merger, reorganization or sale shall be needed; provided, that in the event of such merger, reorganization or sale, no intellectual property rights of the acquiring corporation shall be included in the technology licensed hereunder.
Non-Affiliates. If, and so long as, a Holder of Registrable Securities (other than the Trust) is not an Affiliate of AT&T (as defined in the Registration Rights Agreement), such Holder shall not be subject to (a) the provisions of Section 3.2(e) or (f) of the Registration Rights Agreement or (b) any restriction in the Registration Rights Agreement as a result of any Sale Window; and
Non-Affiliates. Each Purchaser represents, warrants and covenants that it is not an "affiliate" of the Company, as that term is defined in Rule 144(a)(1) of the Securities Act. Each Purchaser further represents, warrants and covenants that:
Non-Affiliates. The lease shall be an arms length transaction and not be to Borrower, an affiliate of Borrower, or a creditor of Borrower (other than entities that may be trade creditors of Borrower in the ordinary course of Borrower's business) (provided Borrower may execute any such lease to itself, its affiliate or its creditor so long as the leased space is less than 50,000 square feet), and Borrower shall not assign any portion of the rental to any third party;
Non-Affiliates. Except as provided in subsection (b)(ii) below, neither Party shall assign its rights or obligations under this Agreement to a non-Affiliate without the prior written consent of the other Party, except in connection with a merger or similar reorganization or the sale of all or substantially all of its assets. This Agreement shall survive any such merger or reorganization of either Party with or into, or such sale of assets to, another party and no consent for such merger, reorganization or sale shall be needed; provided, that in the event of such merger, reorganization or sale, no intellectual property rights of the acquiring corporation shall be included in the technology licensed hereunder. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Non-Affiliates. Subject to any limitations which may be set forth in the Loan Documents, Tenant may sublease the Premises, or any part thereof, or assign its rights and obligations under this Lease to a person or entity that is not an Affiliate with the prior written consent of Landlord, which consent shall not be unreasonably withheld if Landlord is satisfied as to the ability of the proposed transferee to make the rent payments due and owing hereunder and to comply with Tenant’s other obligations under this Lease and if Landlord has secured such consent as it may be required to obtain in connection therewith under the terms of the Loan Documents or any Mortgage. No such assignment will, however, release Tenant from its obligations under this Lease, and before any such assignment shall be valid, the assignee shall assume in writing and agree to be bound by all of the terms and conditions of this Lease as if named the Tenant herein. A sale or other conveyance by Tenant of the stock or beneficial Exhibit F - Form of Lease ownership (direct or indirect) of said Affiliate, other than to itself or another Affiliate, shall be deemed to be an assignment for which Landlord’s consent is required in accordance with the terms hereof except to the extent such sale or other conveyance is specifically permitted by the terms of the Loan Documents to occur without the need to secure Lender approval, in which case Landlord approval shall also not be required.
