Change of Control or Spin Out Sample Clauses

Change of Control or Spin Out. (a) Non-Merger/Controlling Entity is Not a LOT User. In the event that a LOT User or its Affiliate undergoes a Change of Control as defined in Section 6.11(a), whether during or after its Participation Period, and the resulting Controlling Entity is not a LOT User or an Affiliate of a LOT User, then (i) all Licenses granted hereunder to such Affiliate, or LOT User, and its Affected Affiliates (as the case may be) under Patents that are Triggered Patents as of the effective date of such Change of Control (“Existing Licenses”) shall continue (subject to the other provisions of this LOT Agreement) for a period of six (6) months, (ii) no further License shall be given an effective date under Section 1.1(a) to such Affiliate, or LOT User, and its Affected Affiliates (as the case may be) with respect to any Patents that become Triggered Patents after the effective date of such Change of Control, and (iii) the date that is six (6) months after the effective date of such Change of Control shall be deemed to be the Discontinuation Date of such LOT User (if applicable), and the provisions of Section 1.3 shall apply to such LOT User (if applicable). If the resulting Controlling Entity does not become a LOT User during such six
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Related to Change of Control or Spin Out

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

  • Change of Control of the Academy Trust 102A) The Secretary of State may at any time by notice in writing, subject to clause 102C) 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 on Change of Control 26.12.1 The Supplier shall notify the Authority immediately in writing if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Authority immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Authority may terminate this Framework Agreement by giving notice in writing to the Supplier with immediate effect within six (6) Months of:

  • Change of Control Defined For purposes of this this Note, the term “

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.

  • CHANGE OF T-PIN The Account Holder may change his T-PIN from time to time in accordance with the Bank’s prescribed procedure then prevailing. The Bank shall be entitled, in its reasonable discretion but without liability and without giving any reason, to reject any selection made by the Account Holder as his substituted T-PIN; if the Bank so approves, such substituted T-PIN, shall take effect from the time of receipt by the Bank of such instructions from the Account Holder. The Account Holder shall take all steps not to select such numbers as a substitute T-PIN which may easily be ascertained or otherwise facilitate fraud or forgery.

  • CHANGE IN CONTROL OF SELLER Prior to a potential change of control of SELLER and at least ninety (90) days prior to the proposed effectiveness of such change of control, SELLER will promptly notify LOCKHEED XXXXXX in writing thereof, and provide the identity of the potential new controlling party and information on such party and the transaction as LOCKHEED XXXXXX may request, consistent with applicable law and confidentiality restrictions.

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • Payment on Change of Control In the event that a Change of Control of the Company occurs while this Note remains outstanding, upon the written consent of the Majority Holders, the Company shall pay to the Holder at the closing of such Change of Control a cash amount equal to three (3) times the outstanding principal amount of such Note, together with all interest accrued thereon. A “Change of Control” means: (i) a merger or consolidation of the Company (or of a subsidiary of the Company) in which outstanding shares of the Company (or of a subsidiary of the Company) are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary and after which the Company’s stockholders own less than 50% of the voting stock of the surviving company (other than a bona fide equity financing or a mere reincorporation transaction), (ii) a sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, (iii) a transfer of more than 50% of the Company’s voting securities to any person or group of persons or (iv) any Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, as amended from time to time. For the avoidance of doubt, if this Note is converted pursuant to Section 2(b), Holder shall not be entitled to any payment pursuant to this Section 3.

  • Change in Ownership Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.

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