Assignment, Sale of Interest. Neither Parent nor the Company may sell, assign or transfer this Agreement, or the Other Agreements or any portion thereof, including, without limitation, Parent's or the Company's rights, title, interests, remedies, powers and/or duties hereunder or thereunder. Parent and the Company hereby consent to Rice's participation, sale, assignment, transfer or other disposition (collectively, a "Transfer"), at any time or times hereafter at the Company's expense, of this Agreement, or the Other Agreements to which Parent or any Subsidiary is a party, or of any portion hereof or thereof, including, without limitation, Rice's rights, title, interests, remedies, powers and/or duties hereunder or thereunder; provided, however, that except in the case of an assignment of all of Purchaser's rights under this Agreement and the Priority Senior Subordinated Notes, the outstanding principal amount of the Priority Senior Subordinated Notes of the assigning Purchaser being assigned, pursuant to each assignment shall in no event be less than Five Hundred Thousand Dollars ($500,000). In connection with any Transfer, Parent and the Company agree to cooperate fully with Rice and any potential Transferee. Such cooperation shall include, but is not limited to, cooperating with any audits or other due diligence investigation undertaken by any potential Transferee.
Assignment, Sale of Interest. The Company may not sell, assign or transfer this Agreement or any portion thereof, including, without limitation, the Company's rights, title, interests, remedies, powers and/or duties hereunder. The Purchaser may only sell, assign, transfer or otherwise dispose of (collectively, a "Transfer") this Agreement or the Preferred Stock, or any portion hereof or thereof, including, without limitation, the Purchaser's rights, title, interests, remedies, powers and/or duties hereunder or thereunder to a Subsidiary of the Purchaser without the prior consent of the Company.
Assignment, Sale of Interest. The Company may not sell, assign or transfer (“Transfer”) this Agreement without the consent of the Purchasers holding a majority of the then-outstanding Shares and Warrant Shares as a group; provided, however, that no consent shall be required in connection with a merger, consolidation or sale of substantially all of the Company’s assets so long as the successor or transferee agrees in writing to be bound by the provisions of this Agreement. The Purchasers may not Transfer this Agreement without the consent of the Company, except that the Purchasers may Transfer this Agreement to any Affiliate of any Purchaser (including affiliated funds or partners thereof) provided that the transferee agrees in writing to be bound by the provisions of this Agreement.
Assignment, Sale of Interest. The Company may not sell, assign or transfer this Agreement, or the Other Agreements or any portion thereof, including, without limitation, the Company’s rights, title, interests, remedies, powers and/or duties hereunder or thereunder. The Company hereby consents to Purchasers’ participation, sale, assignment, transfer or other disposition (collectively “Transfer”), at any time or times hereafter, of this Agreement, or the Other Agreements to which the Company is a party, or of any portion hereof or thereof, including, without limitation, Purchasers’ rights, title, interests, remedies, powers and/or duties hereunder or thereunder to any Person(s) other than any Person which the Board of Directors of the Parent, in its good faith sole discretion, determines is a direct competitor of the Company; provided, however, the Holders may Transfer to any Person if an Event of Default has occurred and is continuing under Section 8.1(a)). In connection with any Transfer, the Company agrees to cooperate fully with Purchasers and any potential Transferee. Such cooperation shall include, but is not limited to, cooperating with any audits or other due diligence investigation undertaken by any potential Transferee. Notwithstanding anything herein to the contrary, Purchasers and such Transferee shall bear their own expenses (including without limitation fees and expenses of counsel and of any audit or other due diligence examination) in connection with any such transfer.
Assignment, Sale of Interest. Subject to the terms of this Section 12.5, any Lender may make an assignment to a Qualified Assignee of, or sale of participations in, at any time or times, the Term Loans, this Agreement and Other Agreements or portion thereof or interest therein, including any Lender's rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an "Assignment Agreement" substantially in the form attached hereto as Exhibit D) and otherwise in form and substance reasonably satisfactory to, and acknowledged by Agent, for recording in the Register; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Term Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Term Loans in the original principal amount of at least equal to $1,000,000 and the assigning Lender shall have retained Term Loans in the original principal amount of at least equal to $1,000,000; and (iv) include a payment to Agent of an assignment fee of $3,500. In the case of an assignment by a Lender under this Section 12.5, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. Borrowers hereby acknowledge and agree that any assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a "Lender." In all instances, each Lender's liability to make Term Loans hereunder shall be several and not joint and shall be limited to such Lender's pro rata share of the applicable Term Loans. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Term Loans, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Term Notes in exchange for the Term Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 12.5, any Lender may at any time pledge the Term Loans held by it and such Lender's rights under this Agreement and the Other Agreements to a Federal Reserve Bank, and any lender that is an investment fund may assign t...
Assignment, Sale of Interest. The Company may not sell, assign or transfer this Agreement, or the Other Agreements or any portion thereof, including, without limitation, the Company's rights, title, interests, remedies, powers and/or duties hereunder or thereunder. The Company hereby consents to Purchaser's participation, sale, assignment, transfer or other disposition (collectively, a "Transfer"), at any time or times hereafter, of this Agreement, or the Other Agreements to which the Company is a party, or of any portion hereof or thereof, including, without limitation, Purchaser's rights, title, interests, remedies, powers and/or duties hereunder or thereunder. In connection with any Transfer, the Company agrees to cooperate fully with Purchaser and any potential Transferee. Such cooperation shall include, but is not limited to, cooperating with any audits or other due diligence investigation undertaken by any potential Transferee.
Assignment, Sale of Interest. Debtor hereby consents to Lender’s participation, sale, assignment, transfer or other disposition, at any time or times hereafter, of this Security Agreement, or of any portion hereof or thereof, including, without limitation, Lender’s rights, title, interests, remedies, powers and duties hereunder subject to the approval of Debtor, and such approval shall not be unreasonably withheld.
Assignment, Sale of Interest. The Company may not sell, assign or transfer this Agreement or the Other Agreements or any portion thereof, including, without limitation, the Company’s rights, title, interests, remedies, powers and/or duties hereunder or thereunder without the prior consent of PBC DH. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns. Notwithstanding anything to the contrary in this Section 9.3, it shall not be a violation of this Section 9.3 if this Agreement or the Other Agreements shall be assigned or transferred by operation of law pursuant to an acquisition, a merger, consolidation, share exchange or other business combination that does not result in dilution of the Series A Preferred Stock (or Common Stock issuable upon conversion thereof) so long as, in each case, the assignee or transferee shall expressly assume in writing the obligations of the Company hereunder and thereunder in favor of each of PBC DH and PBC Macquarie, who shall be each a named third party beneficiary.
Assignment, Sale of Interest. The Company may not sell, assign or transfer this Agreement, or the Other Agreements or any portion thereof, including, without limitation, the Company's rights, title, interests, remedies, powers and/or duties hereunder or thereunder. Lender may, with the consent of the Company, which consent shall not be unreasonably withheld, participate, sell, assign, transfer or otherwise dispose (collectively "Transfer"), at any time or times hereafter, of this Agreement, the Note or the Security Documents to which the Company is a party, or of any portion hereof or thereof, including, without limitation, Lender's rights, title, interests, remedies, powers and/or duties hereunder or thereunder; provided, however, that Lender may sell, assign, transfer or dispose of any or all of the foregoing to any of its Affiliates or limited partners without the consent of the Company. In connection with any Transfer, the Company agrees to cooperate fully with Lender and any potential transferee. Such cooperation shall include, but is not limited to, cooperating with any audits or other due diligence investigation undertaken by any potential transferee.
Assignment, Sale of Interest. The Company may not sell, assign or transfer this Agreement, or the Other Agreements or any portion thereof, including, without limitation, the Company's rights, title, interests, remedies, powers and/or duties hereunder or thereunder, without the consent of all Holders. The Company hereby consents to Purchasers' participation, sale, assignment, transfer or other disposition (collectively, a "Transfer"), at any time or times hereafter, of this Agreement and the Senior Notes, or of any portion hereof or thereof, to any "accredited investor," as that term is defined in Regulation D under the Securities Act.
