Change of Control Rights Sample Clauses

Change of Control Rights. If there is a Change of Control of Manager, then: (a) Manager must provide to Sprint PCS advance written notice detailing relevant and appropriate information about the new ownership interests effecting the Change of Control of Manager.

Change of Control Rights. 55 17.15.4 Right of First Refusal.............................. 56 17.15.5 Transfer of Sprint PCS Network...................... 57 17.16 Provision of Services by Sprint Spectrum.................... 57 17.17

Change of Control Rights. In addition to any other approval required under the Act, any Change of Control of the Partnership (excluding, for the avoidance of doubt, the changes contemplated by Subsection 1.1(c)) shall be subject to approval by each Significant Limited Partner.

Change of Control Rights. Upon the occurrence of a Change of Control, each holder of Series B Preferred Shares will have the right (unless, prior to the Change of Control Conversion Date, the issuer provides notice of its election to redeem the Series B Preferred Shares) to convert some or all of the Series B Preferred Shares held by such holder on the Change of Control Conversion Date into a number of the issuer’s common shares per Series B Preferred Share to be converted equal to the lesser of: § the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series B Preferred Share dividend payment and prior to the corresponding Series B Preferred Share dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Share Price (as defined below); and § 8.2237 (i.e., the Share Cap), subject to certain adjustments. The “Common Share Price” will be: (i) the amount of cash consideration per common share, if the consideration to be received in the Change of Control by the holders of the issuer’s common shares is solely cash; and (ii) the average of the closing prices for the issuer’s common shares on the NYSE for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the consideration to be received in the Change of Control by the holders of the issuer’s common shares is other than solely cash. Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $96,850,000 ($111,377,500 if the underwriters exercise their overallotment option in full) Underwriting Discount: $3,150,000 ($3,622,500 if the underwriters exercise their overallotment option in full)

Change of Control Rights. In respect of Material Contracts: (a) the parties will seek to identify any change of control or similar provisions, or any consent, approval or notification requirements in any Material Contract which would be triggered by the implementation of the Proposed Transaction; (b) the parties will use their reasonable endeavours to agree a proposed strategy to obtain any approvals or consents required pursuant to clause 8.4(a) and, if agreed, Xplore will then contact the relevant counterparties to these contracts to request that they provide any consent required in relation to the Proposed Transaction (including confirmation that they will not terminate those contracts due to a change in control of Xplore as a result of the implementation of the Proposed Transaction); (c) Xplore must use reasonable endeavours to obtain the consents referred to in (a) in accordance with the agreed strategy as expeditiously as possible and, in any event, prior to the Second Court Date and to ensure that once obtained, the consents are not withdrawn, cancelled or revoked, including by: (i) cooperating with, and doing all things reasonably requested by, Xplore, HUB24 or the counterparty to a Material Contract; (ii) promptly provide any information reasonably required by a counterparty to a Material Contract, including providing any information requested by Xplore or those counterparties from HUB24 or in relation to a HUB24 Related Person; and (iii) make representatives of Xplore available, where necessary, to meet with counterparties to Material Contracts to deal with issues arising in relation to the change of control of Xplore. (d) HUB24 must cooperate with, and provide any assistance (including providing factual information regarding HUB24 and attending relevant meetings), reasonably requested by Xplore for the purposes of Xplore complying with its obligations under this clause 8.4, except that HUB24 is not responsible for any costs incurred in connection with any application for or granting of consent from the counterparties to the Material Contracts. (e) Xplore must not, without the prior written consent of HUB24 which must not be unreasonably withheld or delayed, incur any costs other than reasonable travel and legal expenses in connection with performing its obligations under this clause.

Change of Control Rights. As soon as practicable after the date of this agreement, SunRice and Ebro must seek to identify any change of control or similar provisions in leases, licenses, permits, facility agreements and other documents related to external indebtedness, and material contracts to which SunRice or a SunRice Group company is a party (including to the Export Agreement) which may be triggered by the implementation of the Proposed Transaction. In respect of those leases, licenses, permits and other relevant agreements and documents, the parties agree as follows: (a) SunRice and Ebro will agree a proposed course of action and then jointly initiate contact with the relevant landlords, regulatory or government agencies and other counterparties and provide any required notifications or request that they provide any consents required. None of Ebro or any of their Authorised Persons may contact any landlords, regulatory or government agencies or other counterparties without SunRice; (b) SunRice and Ebro must cooperate with, and provide reasonable assistance to, each other to make such notifications and obtain such consents as expeditiously as possible; and (c) SunRice and Ebro must take all actions necessary to seek to comply with any reasonable requirements of the landlords and other counterparties under the property leases or other relevant agreements and documents that are required to be complied with by an assignee or transferee or new controller, including, without limitation, to: (i) provide any information reasonably required by counterparties and (if the counterparty is a landlord) their mortgagees; (ii) provide viable parent company guarantees or such other forms of guarantee, security or third party credit support as counterparties may reasonably require in relation to contracted obligations; and (iii) make representatives available, where necessary, to meet with counterparties including landlords, head landlords or mortgagees to deal with issues arising in relation to the transfer or assignment (or deemed transfer or assignment) of relevant contracts, provided that SunRice will not have any authority to bind Ebro or any parent company of Ebro to provide any guarantee, security or third party credit support. (d) A failure to obtain any counterparty or third party consent or modification of a contract required in connection with the implementation of the Proposed Transaction will not constitute a breach of this agreement by SunRice or Ebro and, together with any conseq...

Change of Control Rights. In addition to any other approval required under the Act, any Change of Control of the Partnership (excluding, for the avoidance of doubt, the changes contemplated by Subsection 1.1(c)) shall be subject to approval by MBK CV (so long as the Mitsui Partners, collectively, own at least a ten percent (10%) Percentage Interest) and the GE Representative Partner (so long as the GE Representative Partner and its Affiliates collectively own at least a ten percent (10%) Percentage Interest).

Change of Control Rights. (a) If the Control Person of the General Partner ceases to be the Control Person of the General Partner (a “Change of Control Person Event”), a successor Control Person other than an Approved Penske Senior Officer shall be subject to prior written approval by Holdco as follows: (1) if the Change of Control Person Event is not as a result of death or permanent disability of the Control Person, any successor Control Person of the General Partner other than an Approved Penske Senior Officer shall be subject to approval by Holdco within the thirty day period after the General Partner delivers a written proposal to Holdco of a successor Control Person, which approval shall not be unreasonably withheld, provided that failure by Holdco to object in writing within such thirty day period shall be deemed approval of Holdco; or (2) if the Change of Control Person Event is as a result of death or permanent disability of the Control Person, any successor Control Person of the General Partner other than an Approved Penske Senior Officer shall be approved by the General Partner within 180 days of the Change of Control Person Event, subject to approval by Holdco within the thirty day period after the General Partner delivers a written proposal to Holdco of a successor Control Person, which approval shall not be unreasonably withheld, provided that failure by Holdco to object in writing within such thirty day period shall be deemed approval of Holdco. (b) In addition to any other approval required under the Act, any Change of Control of the Partnership shall be subject to approval by Holdco.

Change of Control Rights. In addition to any other approval required under the Act, any Change of Control of the Partnership (excluding, for the avoidance of doubt, the changes contemplated by Subsection 1.1(c)) shall be subject to approval by the GE Representative Partner.

Change of Control Rights. The Parties agree that no contractual counterparty to any Material Agreement providing for a termination right or other right upon a change of control in the relevant Target Group Company shall, unless otherwise agreed between the Parties, be contacted in the Interim Period in order to obtain a waiver and that, hence, the Purchaser shall have no claims against the Sellers in connection with refraining to do so, again unless otherwise agreed between the Parties.