Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to Transfer any of its Claims, or convey, grant, issue or sell any option or right to acquire any of its Claims or voting rights related thereto or any other interest in any Claim against the SuperMedia Parties, except to (i) a party that is a Consenting Lender or (ii) a Joining Lender Party; provided that any such Claims shall automatically be deemed to be subject to the terms of this Support Agreement; provided further, that an entity or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(c) of the Credit Agreement) shall not be required to execute and deliver a Lender Joinder. As a condition to the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Party. With respect to any Transfer effectuated in accordance with this Section 8.1(a), such Joining Lender Party shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof.
Assignment; Transfer Restrictions. (a) Each Plan Support Party hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect, not to sell, assign, transfer, hypothecate or otherwise dispose of any Equity or Notes unless, as a condition precedent to any such transaction, the transferee thereof executes and delivers a Joinder (as defined in Section 8.1(c) hereof) to the Company at least two (2) Business Days prior to the relevant transfer. Thereafter, such transferee shall be deemed to be a Consenting Noteholder or Consenting Equity Holder, as applicable, for purposes of this Support Agreement.
Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, grant an option on, or otherwise dispose of any Claim that is subject to the terms hereof, including as set forth in Exhibit E, or power to vote any such Claim, unless the transferee thereof executes and delivers a Lender Joinder (as defined in subsection 7.1(c) below) to the Administrative Agent at least two (2) business days prior to the relevant transfer. Thereafter, such transferee shall be deemed to be a Consenting Lender for purposes of this Support Agreement. The Company shall acknowledge such transfer in writing within two (2) business days of their having received notice of such transfer (with the amount of the Claim transferred to the Joining Lender Party having been redacted from any such transfer notice) and provide a copy of such acknowledgement to the Administrative Agent. By providing such writing, the Company shall be deemed to have acknowledged their obligations to such transferee.
Assignment; Transfer Restrictions. (a) No Seller Party shall assign or transfer, including by asset sale, merger, change of control, operation of law, or otherwise, its rights and obligations under this Agreement or any of the other Transaction Documents without the Purchasers’ prior written consent, other than a Change of Control pursuant to which the Seller Parties concurrently make the Buy-Out Payment to the Purchasers (by direct payment to each Purchaser of its Pro Rata Share thereof).
Assignment; Transfer Restrictions. The Customer may not transfer or assign all or any part of its interest under an Agreement, or delegate any duties, burdens, or obligations arising thereunder. A transfer or assignment by Customer in violation of this Clause 13.2 shall constitute a material breach of the Agreement and shall be null and void from its inception. AlgoSpan may assign, transfer or sub‐contract any of its rights or obligations set out in an Agreement, in whole or in part, to any Affiliate or Sub‐ contractor, without the consent of the Customer. Nothing contained in an Agreement shall preclude the Customer from leasing or providing any capacity or other services derived from a Service to third parties provided the Customer obtains AlgoSpan’s prior written consent and that any use of such Services shall be subject to terms and conditions of such Agreement.
Assignment; Transfer Restrictions. (a) Each Consenting Noteholder hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to sell, assign, transfer, hypothecate or otherwise dispose of, or grant, issue or sell any option, right to acquire, voting, participation or other interest in any Claim against the Company Parties, except to a party that (i) is a Consenting Noteholder; provided that any such Claims (to the extent they are Claims against Pulitzer or its subsidiaries) shall automatically be deemed to be subject to the terms of this Support Agreement, or (ii) to the extent they are Claims against Pulitzer or its subsidiaries, executes and delivers a Noteholder Joinder (as defined in Section 7.1(c) hereof) to the Company Parties at least five Business Days prior to the relevant transfer. With respect to any transfers effectuated in accordance with clause (ii) above, (x) such transferee shall be deemed to be a Consenting Noteholder for purposes of this Support Agreement, and (y) the Company shall be deemed to have acknowledged such transfer.
Assignment; Transfer Restrictions. (a) None of the Parent, the Seller nor any of their Affiliates shall sell, assign or otherwise transfer, including by asset sale, merger, change of control, operation of law, or otherwise, this Agreement or any portion of the US Product Rights to any Person without the prior written consent of the Buyer (not to be unreasonably conditioned, withheld or delayed) except (i) to an Affiliate if such Affiliate transferee agrees in a writing reasonably acceptable to the Buyer that such Affiliate assumes all of the obligations of the Parent and the Seller to the Buyer under this Agreement and the Parent guarantees the performance of such Affiliate or (ii) in connection with a Change of Control. Further, the Parent, the Seller and its Affiliates shall be permitted to assign all or substantially all of the US Product Rights to a Permitted Transferee if such Permitted Transferee agrees in a writing reasonably acceptable to the Buyer that it assumes all of the obligations of the Parent and the Seller to the Buyer under this Agreement. For clarity, nothing in this Section 11.3 shall prohibit any Out-Licenses permitted by and entered into in accordance with Section 7.7.
Assignment; Transfer Restrictions. (a) Each Consenting Secured Party hereby agrees, for so long as this Support Agreement shall remain in effect as to it, not to sell, assign, transfer, hypothecate or otherwise dispose of any of its pro rata share of the prepetition Secured Notes, Credit Agreement obligations or obligations under the DIP Credit Agreement (the “DIP Loans”) (if any) unless prior thereto the transferee thereof executes and delivers a Secured Party Joinder (as defined in section 9.3(a)) to the Administrative Agent at least two (2) Business Days prior to the relevant transfer. Thereafter, such transferee shall be deemed to be a Consenting Secured Party for purposes of this Support Agreement.
Assignment; Transfer Restrictions. (a) Each Consenting Term Loan Lender hereby agrees, severally and not jointly, for so long as this Agreement shall remain in effect, not to sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) any Claim against or Interest in the Debtor unless, as a condition precedent to any such transaction, the transferee thereof executes and delivers a joinder in the form of Exhibit C hereto (“Joinder”) to the Parties within three (3) Business Days of the execution of an agreement (or trade confirmation) in respect of the relevant transfer. Upon execution of the Joinder, the transferee shall be deemed to be a Consenting Term Loan Lender for purposes of this Agreement.
Assignment; Transfer Restrictions. (a) Each Consenting JCEI Noteholder hereby agrees, severally and not jointly, for so long as this JCEI Support Agreement shall remain in effect, not to sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) any Holdings to any third party that is not a Consenting JCEI Noteholder unless, as a condition precedent to any such transaction, the transferee thereof executes and delivers a joinder in the form of Exhibit B hereto (the “Joinder”) to JCEI and legal counsel to the Consenting JCHC Noteholders (which is Akin Gump Xxxxxxx Xxxxx & Xxxx LLP) prior to or contemporaneously with the execution of an agreement (or trade confirmation) in respect of the relevant transfer. Upon execution of a Joinder, the transferee shall be deemed to be a Consenting JCEI Noteholder for purposes of this JCEI Support Agreement, except as otherwise set forth or limited herein. For the avoidance of doubt, each Consenting JCEI Noteholder may freely sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) any Holdings to any other Consenting JCEI Noteholder notwithstanding the foregoing.
