Transfers by Licensee. A. 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 MVW Xxxx-Xxxxxxx 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.
Transfers by Licensee. T-Mobile or LICENSEE may, without any approval or consent of LICENSOR or USCC, sell, convey, assign or transfer its rights and obligations under this MLA or any SLA: (i) to T-Mobile’s or LICENSEE’S Affiliates or Subsidiaries, (ii) to any entity that acquires all or substantially all of LICENSEE’S assets in the market defined by the FCC in which the Site is located, or (iii) by reason of a merger, acquisition, divestiture or other business reorganization, provided in any such case under subsections (i-iii) such assignee shall have the financial wherewithal to satisfy LICENSEE’s obligations under this MLA. In all other instances, LICENSEE may not sell, convey, assign or transfer its rights or obligations under this MLA and the SLAs without the written consent of LICENSOR, which such consent shall not be unreasonably withheld, conditioned or delayed.
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).
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.
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.
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:
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.
Transfers by Licensee
