Assignments and Change of Control. This Agreement and the MRO shall not be assignable by Developer without the prior written consent of the City (which may be withheld by the City for any reason). The ownership or control of Developer shall not be transferred to any person or entity without the prior written consent of the City (which may be withheld by the City for any reason). The prohibition on the transfer of ownership or control shall not be applicable in the event of the death of a member and the interest being transferred is the deceased member’s interest. The term “ownership or control” shall mean twenty percent (20%) or more of the Ownership Interests in Developer. For the purposes of this Agreement, “Ownership Interests” shall mean the members’ rights to share in distributions and other economic benefits of Developer, the members’ rights to participate in decision making, or both. The current members of Developer are identified on Exhibit D attached hereto and incorporated herein by reference. In the event this Agreement is assigned by Xxxxxxxxx, such assignee shall execute all documents required by the City to confirm that such assignee is bound by the terms of this Agreement and agrees to perform all of Developer’s obligations set forth in this Agreement. Further, in the event this Agreement is assigned by Xxxxxxxxx, Xxxxxxxxx agrees to remain jointly and severally liable for all obligations of the Developer (whether to be completed by itself or its assign) under this Agreement. Notwithstanding any provision herein to the contrary, this Agreement and the MRO may be collaterally assigned to a mortgage lender financing the development and completion of the Project.
Assignments and Change of Control a. This Agreement shall be binding upon and inure to the benefit of the successors of the Parties but shall not be assignable by Calix without the prior written consent of Ericsson, which shall not be unreasonably withheld. Calix acknowledges and agrees that it shall be reasonable for Ericsson or its Affiliates to withhold consent for, inter alia, any requested assignment of this Agreement to any competitor of Ericsson or its Affiliates. Ericsson may assign its rights and obligations under this Agreement to an Affiliate and may assign, transfer, sell, further license or sublicense any of the Licensed Patents to any Affiliate or third party, provided that such assignment, transfer, sale, further license or sublicense of this Agreement to an Affiliate is made subject to the rights of Calix as set forth herein, including those under Section 2.3, and provided further that any assignment, transfer, sale, further licensing or sublicensing any of the Licensed Patents to any Affiliate or third party is made subject to the rights of Calix with respect to such Licensed Patents as set forth herein. This Agreement shall automatically terminate (i) in the event Calix attempts to assign the Agreement without Ericsson's prior written consent; or (ii) to sublicense Calix's rights, except as permitted by Section 2.2. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
x. Xxxxx shall notify Ericsson not less than 30 days prior to any Change of Control. Such notice shall set out all relevant circumstances triggering the Change of Control. Provided that Ericsson, within 30 days after having obtained Calix's notice, informs Calix that Ericsson does not consent to the Change of Control, Ericsson shall be entitled to terminate this Agreement with immediate effect upon the occurrence of the Change of Control
Assignments and Change of Control. For the purposes of this Section 13.1, "Control" shall mean the holding and/or possession of a beneficial interest in and/or the ability to exercise the voting rights applicable to shares, stocks, or other securities of a Party (whether directly or by means of holding such interests in one or more legal entities) which confer in aggregate on the holders thereof (i) in the case of an industrial corporate holder, 35% or more, or (ii) in the case of a non-industrial holder, more than 50%, of the total voting rights exercisable at general meetings of that Party or with respect to all or substantially all matters affecting that Party.
Assignments and Change of Control. This Agreement shall be bindings upon the inure to the benefit of the parties hereto and their respective successors and assigns and provided that neither party shall assign this Agreement or any of its rights, privileges or obligations without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that in the event of a Change of Control, written notification will be required but not consent. Notwithstanding the two immediately preceding sentences, in the event of a Change of Control of Sepracor, [**] (I) [**] Sepracor's right to copromote pursuant to Section 2.4(b) hereof (or any subsequent compromotion agreement) [**] to the party [**], or (ii) [**] the right to copromote [**] the party [**]of all Net Sales of those Products to which Sepracor's copromotion right may apply, such [**] until the right to copromote would, if exercised, expire by its terms.
Assignments and Change of Control. For the purposes of this Section 11.1, "Control" shall mean the holding and/or possession of a beneficial interest in and/or the ability to exercise the voting rights applicable to shares, stocks, or other securities of a Party (whether directly or by means of holding such interests in one or more legal entities) which confer in aggregate on the holders thereof fifty percent (50%) or more of the total voting rights exercisable at general meetings of that Party or with respect to all or substantially all matters affecting that Party.
Assignments and Change of Control. Except as otherwise permitted in this Section
Assignments and Change of Control. Except as otherwise permitted in this Section 10.1 and subject to Section 16.1 below, this Agreement and the MRO shall not be assignable by Developer without the prior written consent of the City and the RDA (which may be withheld by the City or the RDA for any reason). The ownership or control of Developer shall not be transferred to any person or entity without the prior written consent of the City and the RDA (which may be withheld by the City or the RDA for any reason). The prohibition on the transfer of ownership or control shall not be applicable in the event of the death of a member and the interest being transferred is the deceased member’s interest. The term “ownership or control” shall mean
Assignments and Change of Control. On2 may not assign, transfer, or otherwise dispose of this Agreement, or any rights or obligations hereunder, without Real's prior written consent, including pursuant to a "Change of Control" which will not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.
Assignments and Change of Control. This Agreement and the MRO shall not be assignable by Developer or Seller without the prior written consent of the City (which may be withheld by the City for any reason). The ownership or control of Developer or Seller shall not be transferred to any person or entity without the prior written consent of the City (which may be withheld by the City for any reason). The prohibition on the transfer of ownership or control shall not be applicable in the event of the death of a member and the interest being transferred is the deceased member’s interest. The term “ownership or control” shall mean 20% or more of the Ownership Interests in Developer or Seller (as applicable). For the purposes of this Agreement, “Ownership Interests” shall mean the members’ right to share in distributions and other economic benefits of Developer or Seller (as applicable), the members’ right to participate in decision making, or both. The current members of Developer and Seller are identified on Exhibit G attached hereto and incorporated herein by reference.
Assignments and Change of Control. You may not assign this Agreement without the prior written consent of Company. This Agreement in its entirety will survive any change in control of the company's officers and directors. In such, the new officers and director will fulfill their obligations to recognize and honor the terms and conditions of this agreement.
