Change of Management Control. 17.4.1.NICE reserves the right to immediately end this Agreement upon any change of the Contractor's management or control within 28 days of NICE finding out of such change. The Contractor shall promptly notify NICE of any such change of management or control.
Change of Management Control. Any party's change of Management Control change shall constitute an immediate and material breach of this Agreement and, upon the occurrence of same, each party, at its option, may terminate upon giving the other party 30 days notice. Change of Management Control occurs when any party is purchased by a third party, is merged with a third party, or a controlling block of shares of any party is acquired by a third party.
Change of Management Control a purchase by a cigarette manufacturing company or an Affiliate thereof of (a) any or all of SWM's Cigarette Paper manufacturing assets at the Mill, (b) more than [*****] of SWM's voting stock, or (c) [*****] or more of SWM's voting stock and, as a result of such stock purchase, [*****]
Change of Management Control. In the event of a Change of Management/ Control of the consultant (Individual entity or any of the members in the consortium) at any stage after submission of the bid and during currency of the contract, if awarded, the consultant shall promptly notify the Bank of the same.
Change of Management Control. Allow Xxxx Xxxxxx to be replaced as president and chief executive officer of Borrower, or make or suffer a change of ownership that effectively changes control of Borrower from current ownership; provided, however, that Bank’s consent shall not be required in connection with the exercise of conversion rights of the holders of preferred stock of Borrower existing on the date hereof or the exercise of warrants by holders existing on the date hereof. Other Debt. Create or permit to exist any other debt (other than existing capital lease obligations in the aggregate amount of not greater than $300,000), without the prior written consent of Bank. Encumbrances. Create, assume, or permit to exist any mortgage, security deed, deed of trust, pledge, lien, charge or other encumbrance on any of its assets which have been pledged to Bank to secure the Obligations, whether now owned or hereafter acquired, other than: (i) security interests required by the Loan Documents; (ii) liens for taxes contested in good faith; or (iii) Permitted Liens.
Change of Management Control. 43 Section 9.1 Agreement of Members 43 Section 9.2 Events Triggering Change of Control 43 Section 9.3 Change of Control 45 Section 9.4 Additional Funding 46 Section 9.5 Certain Consequences of Change of Control 46 Section 9.6 Management Rights Personal To Developer 48 ARTICLE 10 DISSOLUTION OF THE COMPANY. 48 Section 10.1 Events Giving Rise to Dissolution 48 Section 10.2 Winding Up 49 TABLE OF CONTENTS (continued) Page ARTICLE 11 INDEMNIFICATION. 49 Section 11.1 Breach 49 Section 11.2 Conduct of Company 49 Section 11.3 General Indemnity Provisions 50 ARTICLE 12 MISCELLANEOUS. 50 Section 12.1 Notices 50 Section 12.2 Entire Agreement 51 Section 12.3 Arbitration; Choice of Forum; Governing Law 51 Section 12.4 Counterparts 52 Section 12.5 Further Assurances 52 Section 12.6 Right to Specific Performance 52 Section 12.7 Relationship of Parties 52 Section 12.8 Approvals and Consents 52 Section 12.9 Deemed Approval or Disapproval 52 Section 12.10 No Partition 53 Section 12.11 No Third Party Rights 53 Section 12.12 Survival 53 Section 12.13 Usury 53 Section 12.14 Attorneys’ Fees; Waiver of Jury Trial 53 Section 12.15 Time of the Essence 54 Section 12.16 Incorporation of Exhibits 54 Section 12.17 Exculpation 54 Section 12.18 Member Estoppel Certificates 55 Section 12.19 Construction 55 Section 12.20 Business Days 55 Section 12.21 Nondiscrimination Language 55 TABLE OF CONTENTS (continued) Page LIST OF EXHIBITS EXHIBIT A Legal Description of Property EXHIBIT B IRR Calculation Procedures EXHIBIT C Tax Addendum EXHIBIT D Initial Proforma (Including Project Budget) EXHIBIT E Services of Developer Affiliates EXHIBIT F Insurance Addendum EXHIBIT G Arbitration of Disputes EXHIBIT H Service Disabled Veteran Owned Business Report EXHIBIT I Form of Equity Draw Request EXHIBIT J Breakdown of Developer’s Initial Contribution EXHIBIT K Form of Grant Deed GLOSSARY OF DEFINED TERMS A Map Section 8.6 AAA EXHIBIT “G” Act Section 1.1 Additional Contribution Section 2.2 Affiliate Section 4.11 Amount in Controversy EXHIBIT “G” Ancillary Agreement Section 8.1 Annual Plan Section 4.2 Approved Option and Upgrade Section 3.1 Arbitrable Dispute EXHIBIT “G” Arbitration County EXHIBIT “G” Arbitration Proceeding Section 12.3 Attorneys’ Fees Section 12.14 B Map Section 8.6 Bankruptcy Code Section 9.6 Base Rate Section 2.5 Builder Section 1.4 Business Days Section 12.20 Cash flows EXHIBIT “B” Claims Section 11.1 Closing Date Section 1.8 Company Section 1.1 Contribution Account Section 2.5 Contro...
