Common use of Assignment, Transfer, Change of Control Clause in Contracts

Assignment, Transfer, Change of Control. 17.2.1 The assignment, transfer, encumbrance or other disposition of the rights and/or obligations of a Party comprising the Contractor shall require the prior consent of the Ministry. Any request for authorization shall be accompanied by all information related to the assignment, transfer, encumbrance or other disposition including all legal instruments, in final draft form, to be used to carry out the proposed transaction, the identity of all parties to the transaction, the estimated value of the transaction and whether the consideration is payable in kind, securities, cash or otherwise. Such assignment, transfer, encumbrance or other disposition shall be subject to the payment of a non-recoverable, non-deductible fee and other requirements stipulated in the authorization issued by the Ministry. The assignee and the assignor shall be jointly and severally liable for the payment of such fee and for the fulfillment of any other requirements. 17.2.2 All assignees must: (i) have the technical and financial ability to meet its obligations under this Contract; (ii) in relation to the interest assigned, accept and assume all of the terms and conditions of this Contract, the Joint Operating Agreement and any other agreements relating to Petroleum Operations; and (iii) be an entity with which the Ministry and each of the Parties comprising the Contractor can legally do business and be incorporated in Equatorial Guinea. 17.2.3 All profits resulting from any assignment, transfer or other disposition of any rights and/or obligations under this Contract, regardless of the type and location of the transaction, shall be subject to taxation in conformity of the Tax Law of Equatorial Guinea.

Assignment, Transfer, Change of Control. 17.2.1 The assignment, transfer, encumbrance or other disposition of the rights and/or obligations of a Party comprising the Contractor shall require the prior consent of the Ministry. Any request for authorization shall be accompanied by all information related to the assignment, transfer, encumbrance or other disposition including all legal instruments, in final draft form, to be used to carry out the proposed transaction, the identity of all parties to the transaction, the estimated value of the transaction and whether the consideration is payable in kind, securities, cash or otherwise. Such assignment, transfer, encumbrance or other disposition shall be subject to the payment of a non-recoverable, non-non- deductible fee and other requirements stipulated in the authorization issued by the Ministry. The assignee and the assignor shall be jointly and severally liable for the payment of such fee and for the fulfillment of any other requirements. 17.2.2 All assignees must: (i) have the technical and financial ability to meet its obligations under this Contract; (ii) in relation to the interest assigned, accept and assume all of the terms and conditions of this Contract, the Joint Operating Agreement and any other agreements relating to Petroleum Operations; and (iii) be an entity with which the Ministry and each of the Parties comprising the Contractor can legally do business and be incorporated in Equatorial Guinea. 17.2.3 All profits resulting from any assignment, transfer or other disposition of any rights and/or obligations under this Contract, regardless of the type and location of the transaction, shall be subject to taxation in conformity of the Tax Law of Equatorial Guinea.