Change of Control Consents Sample Clauses

Change of Control Consents. 7.6.1 Prior to Closing, the Seller shall, and shall procure that each Group Company shall, at the specific request and cost of the Buyer, provide reasonable assistance to the Buyer to assist it to notify or seek to obtain the consent or approval of the counterparties to the Material Contracts that are subject to change of control consent or notification requirements, as applicable.
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Change of Control Consents. The Seller and the Purchaser agree to cooperate with the Company, or any of its relevant subsidiaries, in the use of reasonable endeavors to seek the Third Party Consents prior to the Closing Date; provided, that Seller shall not be required to bear any cost or liability in connection therewith.
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Change of Control Consents. Company has secured, without any additional payment, all consents from applicable third parties concerning the completion of the transactions contemplated hereunder (including without limitations, with respect to the Lease Agreement, and any documents and/or arrangements concerning liens over the Company’s properties which are in effect); or, where notice thereto is sufficient, has provided such notice in a timely manner.
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Change of Control Consents. Without limiting the generality of clauses 6.1 and 6.3, from the date of this deed until the earlier of the Implementation Date, the End Date and the date when this deed is terminated, Vicwest and Bendigo Telco must use reasonable endeavours to obtain change of control consents from the respective counterparties under the following agreements:
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Change of Control Consents. The Company shall -------------------------- have obtained and delivered to Purchaser a written consent with respect to the Leases set forth on the Restrictions Schedule for change of --------------------- control of the parent of the tenant or the guarantor under each of such Leases, to the extent required under such Leases (the "Lease Consents") -------------- in form and substance reasonably satisfactory to the Purchaser. The Lease Consents shall not contain any terms or conditions which are less favorable to Purchaser than to the Company under such Leases.
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Change of Control Consents. As promptly as reasonably practicable, the Seller will, and will cause each of the relevant Acquired Companies to, use their reasonable best efforts to give notice to and obtain written Consent from the parties (other than any Acquired Company) to any Material Contract set forth in Section 4.13(a) of the Seller Disclosure Schedule which notice or Consent is required thereunder to be given or obtained for the transaction as contemplated by this Agreement set forth on Section 6.9 of the Seller Disclosure Schedule, provided, that (a) nothing in this Section 6.9 shall obligate the Company to obtain any Consent that is conditioned upon any material payment or incurrence of material Liability or waiver of any material right by the Seller and (b) the Seller shall not agree to any Consent that is conditioned upon any material payment or incurrence of material Liability or waiver of any material right by any Acquired Company unless such material payment or incurrence of material Liability or waiver of any material right is (i) conditioned upon both the consummation of the transaction as contemplated by this Agreement, and (ii) consented in writing by the Purchaser prior to the Seller agreeing to the conditionality of such Consent.
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Change of Control Consents. The Seller shall, with reasonable assistance from the Buyer, use commercially reasonable efforts to procure that the Company before Closing obtains consents to the Transactions from the following parties: (i) Guangzhou Xinyuan Metal Technology Co. Ltd regarding the agreement with Data Room reference 1.6.4.3.1, and (ii) a Mitsubishi Heavy Industries Machine Tool Co., Ltd regarding the agreement with Data Room reference 1.6.4.8.1.
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Change of Control Consents. (a) During the Interim Period, each Vendor will procure that the Group Companies request the relevant Change of Control Consents and the Purchaser will promptly provide all information and otherwise use all reasonable endeavours and co-operate with the Vendors and the Group Companies to obtain any Change of Control Consent. (b) A Group Company will not accept, without the prior written consent of the Purchaser (acting reasonably), any terms imposed by a counterparty to a Relevant Agreement as a condition of its Change of Control Consent which the counterparty is not contractually entitled to under the terms of the applicable Relevant Agreement.
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Change of Control Consents. The Sellers hereby undertake to employ their best efforts to cause the Group Companies to obtain on or prior to the Closing Date the written consent of the other party to any of the Material Contracts entered into by any of the Group Companies with respect to the Transaction contemplated by this Agreement as well as any Follow-on Transaction (“Change of Control and Follow-On Transaction Consents”) to the extent such consent is required as set forth in Annex L hereto.
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Related to Change of Control Consents

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • Change of Control Termination In the event that, at the time of or within one (1) year after a Change of Control, and during the Employment Period, the Employer Terminates Executive’s employment Without Cause, or Executive Terminates Executive’s employment for Good Reason (each a “Change of Control Termination”), Executive shall be entitled to receive the payments and benefits specified in this Section 9. The date on which the Employer or Executive receives notice in accordance with Section 16(h) of a Change of Control Termination shall be deemed the “Change of Control Termination Date.”

  • Assignment; Change of Control Except as provided in this Section 10.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. […***…].

  • Change of Control of the Company 93A) The Secretary of State may at any time by notice in writing, subject to clause 93C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:

  • Termination in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company:

  • Effect of Change in Control Purchase Notice Upon receipt by the Company of the Change in Control Purchase Notice specified in Section 404(b) hereof, the Holder of the Note in respect of which such Change in Control Purchase Notice was given shall (unless such Change in Control Purchase Notice is withdrawn as specified in the following two paragraphs of this Section) thereafter be entitled to receive solely the Change in Control Purchase Price with respect to such Note. Such Change in Control Purchase Price shall be paid to such Holder upon the later of (a) the first Business Day following the Change in Control Purchase Date (provided the conditions in Section 404(b) hereof have been satisfied) and (b) the time of delivery of the Note to the Paying Agent at the office of the Paying Agent or to the office or agency referred to in Section 902 of the Indenture by the Holder thereof in the manner required by Section 404(b) hereof. A Change in Control Purchase Notice may be withdrawn before or after delivery by the Holder to the Paying Agent at the office of the Paying Agent of the Note to which such Change in Control Purchase Notice relates, by means of a written notice of withdrawal delivered by the Holder to the Paying Agent at the office of the Paying Agent or to the office or agency referred to in Section 902 of the Indenture to which the related Change in Control Purchase Notice was delivered at any time prior to the close of business on the Change in Control Purchase Date specifying, as applicable:

  • Change of Control Agreements Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any director, officer or employee of the Company. Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with or by reason of the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of options, (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.

  • Assignment and Change of Control a. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise assign this Contract, assign any of its rights or interest in this Contract, delegate any of its obligations under this Contract, or subcontract for all or substantially all of its performance of this Contract (each, an “Assignment”), without Buyer’s prior written consent after advance written notice by Seller. No purported Assignment, with or without Buyer’s consent, shall relieve Seller of any of its obligations under this Contract or prejudice any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or after the date of any purported Assignment; provided however, that Seller may assign its right to monies due or to become due under this Contract, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this Contract.

  • Change of Control There occurs any Change of Control; or

  • No Change of Control The Company shall use reasonable best efforts to obtain all necessary irrevocable waivers, adopt any required amendments and make all appropriate determinations so that the issuance of the Shares to the Purchasers will not trigger a “change of control” or other similar provision in any of the agreements to which the Company or any of its Subsidiaries is a party, including without limitation any employment, “change in control,” severance or other agreements and any benefit plan, which results in payments to the counterparty or the acceleration of vesting of benefits.

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