ASSIGNMENT OR CHANGE OF CONTROL. This Agreement shall automatically terminate in the event of its assignment as defined under the 1940 Act. In addition, Subadviser agrees to provide Client immediate written notice in the event of any actual or planned change in control, within the meaning of the Advisers Act, of Subadviser.
ASSIGNMENT OR CHANGE OF CONTROL. This Agreement shall automatically terminate in the event of its “assignment” as defined under the 1940 Act or the Advisers Act and the rules thereunder as interpreted from time to time by the SEC or its staff (an “Assignment”). In addition, Subadviser agrees to provide Client immediate written advance notice of any event(s), transaction(s) or circumstance(s), whether actual, proposed or expected, that could result in an “Assignment” of the Agreement. The Subadviser shall promptly reimburse the Fund for any and all costs and expenses incurred by the Fund, or its officers, directors or employees, in connection with any actual, proposed or expected “Assignment” of the Agreement (even if a proposed or expected “Assignment” ultimately does not take place).
ASSIGNMENT OR CHANGE OF CONTROL. (a) Except as otherwise set forth in this Agreement, this Agreement and its rights, privileges, and obligations may not be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided that either Party may assign, without consent but with prior written notice, such Party’s rights and obligations under this Agreement (i) in connection with a merger, consolidation, or sale of substantially all of the assigning Party’s assets to an unrelated Third Party, (ii) in connection with a Change of Control; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. or (iii) to an Affiliate of such Party; provided that, in the event of an assignment described in clause (i) or (ii), the non-assigning Party may at its sole discretion terminate this Agreement if such Change of Control reasonably presents a conflict of interest to continue with the successor entity. For the purposes of this Agreement, a “Change of Control” of a Party occurs upon (i) the closing of a sale of all or substantially all of the assets of such Party to a Third Party in one transaction or series of transactions, (ii) the closing of a merger or other business combination or transaction that results in a Third Party owning, directly or indirectly, of more than 50% of the voting securities of such Party, or (iii) the closing of a transaction, following which a Third Party acquires direct or indirect ability or power to direct or cause the direction of the management and policies of such Party or otherwise direct the affairs of such Party, whether through ownership of equity, voting securities, beneficial interest, by contract, or otherwise, provided that for the purposes of this Agreement, a Change in Control shall not be deemed to have taken place if such Change of Control transaction involves a reorganization or similar transaction amongst the direct or indirect shareholders or Affiliates of such Party, following which a shareholder or Affiliate of such Party emerges as the direct or indirect owner of more than 50% of the voting securities, or owning all or substantially all the assets of the Party, or acquiring the direct or indirect ability or power to direct or cause the direction of the management and policies of such Party. Any assignee must assume in writing the obligations of the assigning Party to which it is the assignee or successor. This Agreement shall be binding upon an...
ASSIGNMENT OR CHANGE OF CONTROL. This Agreement shall automatically terminate in the event of its “assignment” as defined under the 1940 Act or the Advisers Act and the rules thereunder as interpreted from time to time by the SEC or its staff (an “Assignment”). In addition, Subadviser agrees to provide Client immediate written advance notice of any event(s), transaction(s) or circumstance(s), whether actual, proposed or expected, that could result in an “Assignment” of the Agreement. The Subadviser shall promptly reimburse The Vantagepoint Funds, on behalf of the Fund, for any and all costs and expenses incurred by The Vantagepoint Funds, on behalf of the Fund,, or its officers, directors or employees, in connection with any actual, proposed or expected “Assignment” of the Agreement (even if a proposed or expected “Assignment” ultimately does not take place).
ASSIGNMENT OR CHANGE OF CONTROL. (a) This Agreement shall not be assigned or transferred by Licensee without the prior written consent of University except in the event of the sale of all or substantially all the assets of Licensee. Upon at least [***] prior notification to Licensee, University may assign or transfer this Agreement, the Patent Rights, Technical Information and/or its obligations and/or benefits hereunder without the consent of Licensee, so long as said assignment or transfer is not commercially deleterious to Licensee. Any conveyance inconsistent with the terms and conditions of this Agreement shall be null and void. This Agreement shall be binding on the parties and their respective successors and assigns and inure to the benefit of the parties and their respective permitted successors and assigns. Notwithstanding anything to the contrary in this Agreement, this Agreement cannot be assumed or assigned by Licensee, any trustee acting on behalf of the assets of Licensee, or otherwise including in connection with Licensee’s insolvency, liquidation, appointment over any assets related to this Agreement, voluntary or involuntary arrangement with any of its creditors, ceasing to carry on its business or any similar event under the law of any foreign jurisdictions, unless such assignee provides evidence satisfactory to University that such assignee has the capability to perform as required by this Agreement.
ASSIGNMENT OR CHANGE OF CONTROL. 27.1 This Agreement shall not be assigned by either party without the prior written consent of the other.
ASSIGNMENT OR CHANGE OF CONTROL. Except in the event of (i) an assignment to an affiliate of Licensee or (ii) a merger or sale of stock or substantially all of the assets of Licensee or of substantially all of Licensee’s rights with respect to the Products (in case of either of the preceding clauses (i) or (ii), no consent of the University shall be required), this Agreement shall not be assigned by Licensee without the prior written consent of University granted or withheld in the discretion of the University. Prior to any such assignment becoming effective, all amounts due (including outstanding Patent Costs, if any), must be paid in full and a permitted assignee must agree in writing to become bound by this Agreement.
ASSIGNMENT OR CHANGE OF CONTROL. (a) Neither this Agreement nor any right, license, privilege or obligation provided herein may be assigned, transferred or shared by either party without the other party's prior written consent. Notwithstanding the foregoing, either party may assign this Agreement or any rights under this Agreement in part or in whole, to any affiliate of that party or any person or entity into which the assigning party has merged or which has otherwise succeeded to all or substantially all of the business and assets to which this Agreement pertains, by merger, consolidation, reorganization or otherwise, provided the acquiring party complies with the provisions of this Section 15.4.
ASSIGNMENT OR CHANGE OF CONTROL. This Agreement shall automatically terminate in the event of its “assignment” as defined under the 1940 Act or the Advisers Act and the rules thereunder as interpreted from time to time by the SEC or its staff (an “Assignment”). In addition, Subadviser agrees to provide Client immediate written advance notice of any event(s), transaction(s) or circumstance(s), whether actual, proposed or expected, that could result in an “Assignment” of the Agreement. In the event that the Fund holds a special board of directors’ meeting in connection with an Assignment, or if Subadviser fails to provide reasonable advance notice of an Assignment, the Subadviser shall promptly reimburse the Fund for any and all additional and extraordinary costs and expenses incurred by the Fund, or its officers, directors or employees, in connection with any actual, proposed or expected “Assignment” of the Agreement (even if a proposed or expected “Assignment” ultimately does not take place).
ASSIGNMENT OR CHANGE OF CONTROL. This Agreement shall automatically terminate in the event of its "
