Assignment in Connection with a Change in Control Sample Clauses

Assignment in Connection with a Change in Control. Any direct change of control of Seller or Seller’s Parent (whether voluntary or by operation of Law) is deemed an assignment and shall require the prior written consent of Buyer which consent shall not be unreasonably conditioned, delayed or withheld, provided that the requirements identified in Section 17.1(a) through (e) are met. Seller shall use commercially reasonable efforts to provide Buyer (a) Notice at least ten (10) days prior to the effectiveness of any indirect change in control, and shall in any event provide such Notice no later than ten (10) Business Days after the indirect change in control, and (b) such other information as Buyer may reasonably request in connection with such change in control.
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Assignment in Connection with a Change in Control. Any direct or indirect change of control of Seller (whether voluntary or by operation of Law) shall be deemed an assignment and shall require the prior written consent of Buyer, which consent shall not be unreasonably withheld.
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Assignment in Connection with a Change in Control. Any change of control of Seller (whether voluntary or by operation of Law) of the type described in this Section 10.6(c) shall be deemed an assignment and, to the extent required above, shall require the prior written consent of Buyer, which consent shall not be unreasonably withheld. For purposes of this provision, a “change of control of Seller” shall mean only the occurrence of any one of the following events with respect to Seller or any entity which is a direct owner of a majority of the ownership interests in Seller (“Parent”): (i) a transfer of a majority of the direct ownership interests in Seller or Parent to any third party, or (ii) any consolidation or merger of Seller or Parent in which Seller or Parent, as the case may be, is not the continuing or surviving entity, other than a consolidation or merger of Seller or Parent in which the holders of a majority of such entity’s equity interests immediately before the consolidation or merger own, upon consummation of the consolidation or merger, at least fifty percent (50%) of the equity interests of the surviving entity. Notwithstanding the foregoing, a change of control shall not be deemed to have occurred (A) as a result of any assignment for financing purposes in accordance with
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Assignment in Connection with a Change in Control. Notwithstanding any provision to the contrary in this Section 10.2, any direct or indirect change of control of Seller (whether voluntary or by operation of Law) shall be deemed an assignment and shall require the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. At Buyer’s request, Seller shall promptly deliver financial statements, information and other evidence satisfactory to Buyer regarding the proposed change of control of Seller. Seller shall be responsible for reimbursement of Buyer’s Attorneys’ Fees related to this Section 10.2(c) as described in Section 10.12(a).
Sample 1
Assignment in Connection with a Change in Control. Except in connection with public market transactions of the equity interests or capital stock of Seller or Seller’s Affiliates’, Seller shall provide Buyer notice of any direct change of control of Seller (whether voluntary or by operation of Law).
Sample 1

Related to Assignment in Connection with a Change in Control

  • 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.

  • CHANGE IN CONTROL OF SELLER Prior to a potential change of control of SELLER and at least ninety (90) days prior to the proposed effectiveness of such change of control, SELLER will promptly notify LOCKHEED XXXXXX in writing thereof, and provide the identity of the potential new controlling party and information on such party and the transaction as LOCKHEED XXXXXX may request, consistent with applicable law and confidentiality restrictions.

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • ASSIGNMENT AND CHANGE OF CONTROL a. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise assign this Contract, assign any of its rights or interest in this Contract, delegate any of its obligations under this Contract, or subcontract for all or substantially all of its performance of this Contract (each, an “Assignment”), without Buyer’s prior written consent after advance written notice by Seller. No purported Assignment, with or without Buyer’s consent, shall relieve Seller of any of its obligations under this Contract or prejudice any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or after the date of any purported Assignment; provided however, that Seller may assign its right to monies due or to become due under this Contract, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this Contract.

  • Change in Agreement Any change deemed necessary in this Agreement may be made by mutual agreement at any time during the life of this Agreement.

  • PERMITTED TRANSACTIONS The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Termination on Change of Control 26.12.1 The Supplier shall notify the Authority immediately in writing if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Authority immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Authority may terminate this Framework Agreement by giving notice in writing to the Supplier with immediate effect within six (6) Months of:

  • Change of Control There occurs any Change of Control; or

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.

  • Termination without Notice The Employer may terminate an Employee’s employment without notice if the Employee engages in serious misconduct.

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