Transfer to an Affiliate. 8.2.1 A Party shall, in addition to Section 9.2.2 have the right to transfer, at the same time, all (and not less than all) of its Shares to a wholly owned (direct or indirect) Affiliate of Autoliv Inc or, as the case may be, Volvo Car AB, which acquires the Shares and assumes all rights and liabilities of the transferring Party under this Agreement and to the extent applicable and requested by the transferring Party, the relevant Master Commercialization License Agreement (both Parties undertake to procure that the JV Company in case needed shall consent to such Master Commercialization License Agreement being transferred) by becoming a party to this Agreement and taking the transferring Party’s place and provided that the Affiliate remains a wholly owned (direct or indirect) Affiliate of Autoliv Inc or, as the case may be, Volvo Car AB (applying the same restrictions as set out in Clause 8.1.2) during the term of this Agreement and any sub-sequent terms. The transferring Party shall guarantee as a primary obligor the obligations and liabilities of the wholly owned (direct or indirect) Affiliate of Autoliv Inc or, as the case may be, Volvo Car AB under this Agreement. It is, however, specifically agreed between the Parties that in case a transfer of the wholly owned (direct or indirect) Affiliate of Autoliv Inc or, as the case may be, Volvo Car AB is made in compliance with Clause 9.2.2 (i) the aforementioned guarantee shall terminate and (ii) the requirement to remain a wholly owned Affiliate (direct or indirect) of Autoliv Inc or, as the case may be, Volvo Car AB shall no longer apply.
Transfer to an Affiliate. Subject to Section 3.3, Enbridge shall be entitled to sell or transfer all or any portion of the Enbridge Securities beneficially owned by Enbridge to an Affiliate (a “Permitted Transferee”) without triggering the rights in Sections 2.1 or 3.1; provided that the Permitted Transferee has entered into an agreement prior to such transaction to be bound by this Agreement and to become a party hereto in place of Enbridge.
Transfer to an Affiliate. A Member transferring Units to a successor parent Affiliate will give written notice of such Transfer to the Company and the other Members as promptly as practicable before such Transfer, identifying the successor parent Affiliate and describing in reasonable detail the circumstances underlying the Transfer. The successor parent will assume all rights and responsibilities of Member.
Transfer to an Affiliate. Notwithstanding anything to the contrary contained herein, the provisions of this Section 23.5 shall not apply to any transaction that is permitted under Section 23.1 without Lessor’s consent.
Transfer to an Affiliate. Notwithstanding the restriction on Transfer of Shares set forth in Clauses 6, 7, 8, 9, 10 and 18, anytime during the term of this Agreement, any Shareholder may Transfer Shares held by it to its respective Affiliates, (“Permitted Transferee”) provided such Permitted Transferee executes the deed of adherence in the format prescribed in Schedule 4 hereto (the “Affiliate Deed of Adherence”).
Transfer to an Affiliate. Notwithstanding the provisions of this Article 17, or Article 18 below, Landlord's consent shall not be required for, and the term "Transfer" shall not include, any sale or other transfer, including by consolidation, merger or reorganization, of stock of Tenant, if Tenant is a corporation, or, if Tenant is a partnership or limited liability company, any sale or other transfer of any partnership or membership interest in Tenant, or for any transfer to an entity that controls, is controlled by, or is under common control with Tenant, or that purchases all or substantially all of Tenant's assets, provided that no such Transfer or merger, acquisition, or other transfer of any controlling interest in Tenant shall relieve Tenant of any of its obligations under the Lease.
Transfer to an Affiliate. In addition to any rights it may have under Section 2.18 or under any other provision of this Agreement or any other Security Document, each of the Collateral Agent and the Securities Intermediary may assign or transfer its rights under this Agreement and the other Security Documents to any Affiliate that meets the requirements of Section 2.11(b) subject to the prior written consent of the Borrower (so long as no Event of Default has occurred and is continuing) and the Intercreditor Agent.
Transfer to an Affiliate. Notwithstanding Sections 3.1(a) and ------------------------- (b), Purchaser or Sub may Transfer all of its Common Shares to HP or a direct or indirect wholly-owned subsidiary of HP (disregarding for the purpose of determining such ownership any capital stock or other interest owned by any other Person for the purpose of complying with the corporate governance laws of any jurisdiction or securities market or exchange or for tax planning purposes), provided, that prior to such Transfer, the prospective subsidiary transferee (1) -------- agrees in writing, in form and substance reasonably satisfactory to the Major Shareholders and the Company, to be bound by the terms and conditions of this Agreement as if it were "Purchaser" hereunder and (2) delivers to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that the agreement referred to in subsection (1) above is a legal, valid and binding obligation of such prospective subsidiary transferee, enforceable against it in accordance with its terms and that the Transfer, if consummated, will be in accordance with, or pursuant to an exemption from, any applicable securities laws and any other Applicable Laws.
Transfer to an Affiliate. Notwithstanding any provision in this Lease to the contrary, Tenant shall have the right to assign this Lease or sublet all or a portion of the Premises without Landlord's consent to any corporation or business entity which controls, is controlled by or is under common control with Tenant, or to a corporation or other business entity resulting from a merger or consolidation with' Tenant, or to any person or entity which controls, is controlled by or is under common control with Tenant, or to a corporation or other business entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires substantially all of the assets of Tenant's businesses as a going concern ("Affiliate"), provided that in the case of an assignment, the assignee assumes in full the obligations of Tenant under this Lease and that the use of the Premises remains unchanged. Tenant shall also have the right to provide space in the Premises from time to time (i) to business entities or other organizations for purpose of conducting education programs and/or meetings, and (ii) to concessionaires or independent contractors who provide services directly related to Tenant's use (such as bookstore and food/beverage service operations) and serving Tenant's staff, guests and students, and such use of the Premises shall not constitute an assignment, sublease or other transfer by Tenant hereunder. Landlord's consent to any transfer under this provision shall not be unreasonably withheld, delayed or conditioned.
Transfer to an Affiliate. Notwithstanding anything herein to the contrary, the Right of First Offer shall not apply to the Transfer of all or any portion of the Properties, or any or all of the Offeror’s direct or indirect interests in the Properties (the “Interests”), to an Affiliate of the Offeror; provided, however, that no such Transfer shall be permitted unless such Affiliate first executes a joinder to this Agreement, in form and substance reasonably satisfactory to the Operating Partnership, after which such Affiliate shall be deemed to be an “Offeror” hereunder.
