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. (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.
(b) The assigning party must ensure that such person or entity has assumed in writing or by operation of law the assigning party's obligations under this Agreement.
(c) Each party agrees to give the other party prior notice of any agreement to merge or transfer its business to a third party as of the date of such agreement and to make any such agreement subject to the conditions set forth in this Section.
(d) To the extent any party seeking to assume the obligations and receive the benefits of Rosetta hereunder owns directly or beneficially any intellectual property rights which cover manufacture, sale or use of Array Products, as an additional condition precedent to any assignment such party shall provide Agilent a royalty-free fully paid up license to such technology. *MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT, AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC.
(e) This Agreement will be binding on the successors and permitted assigns of the parties and the name of the party appearing herein will be deemed to include the names of such party's successors or permitted assigns to the extent necessary to carry out the intent of this Agreement.
(f) Notwithstanding the foregoing Sections 15.4(a)-(e), this Agreement may not be assigned by a party to a third party unless such party's rights and obligations under the Collaboration Agreement are also assigned to such third party.
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. 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. 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) 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.
(b) Upon (i) permitted assignment or transfer of this Agreement, or (ii) sale of all or substantially all stock or assets of Licensee in any transaction or series of related transactions that results in the current equity holders of Licensee holding less than fifty percent (50%) of the outstanding equity interests of Licensee, as measured by voting power; or the transfer of all or fifty (50%) or more of the assets of Licensee to an entity that is not an Affiliate of the Licensee (each a “Change in Control”), Licensee shall pay to University the applicable percentage as set forth in Schedule 1 of any remuneration, including fair market value of non-cash remuneration, received by Licensee and/or its equity holders for such assignment, transfer, or Change in Control, due no later than [***] prior to the first to occur of the effective date or last signature date of the assignment or transfer, or closing date of Change of Control.
ASSIGNMENT OR CHANGE OF CONTROL. 27.1 This Agreement shall not be assigned by either party without the prior written consent of the other.
27.2 Upon a Change of Control (as defined below), Buyer may terminate this Agreement pursuant to Section 18. For the purposes of this Agreement, “Change of Control” shall mean the occurrence of one or more of the following events: (i) an initial public offering consummated by Seller in which any Person or group of related Persons, together with any affiliates thereof, purchases greater than 20% of the securities offered; (ii) any Person or group of Persons other than Seller or a group controlled by Seller shall become the owner, directly or indirectly, beneficially or of record, of shares representing greater than 20% of the issued and outstanding capital stock of Seller; (iii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of greater than 20% of the United States based PET assets of Seller to any Person or group of related Persons, together with any affiliates thereof; or (iv) the adoption of any plan or proposal for the liquidation or dissolution of Seller. For the purposes of this section, “Person” shall mean an individual, partnership, corporation, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.
ASSIGNMENT OR CHANGE OF CONTROL. This Agreement shall automatically terminate in the event of its "
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. Board has entered into this Agreement with the understanding that the Services to be provided under this Agreement are subject to the personal supervision and management of persons who are experienced in the business of Fixed Base Operations and duly qualified under any applicable governmental regulations. Therefore, Board reserves the right to review and approve any changes in control in Operator (i.e.: 51% or more of its equity interests are sold) to ensure that the public interest in availability of the Services is met. Accordingly, Board and Operator agree to the following limitations:
