Consent Requirement. If the Corporation shall at any time determine that any consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the granting of this Option, the issuance or purchase of Shares or other rights hereunder, or the taking of any other action hereunder (a “Plan Action”), then no such Plan Action shall be taken, in whole or in part, unless and until such consent shall have been effected or obtained to the full satisfaction of the Corporation.
Consent Requirement. If the Company shall at any time determine that any consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the granting of the Options, the issuance or purchase of Shares or other rights hereunder, or the taking of any other action hereunder (a “Plan Action”), then no such Plan Action shall be taken, in whole or in part, unless and until such consent shall have been effected or obtained to the full satisfaction of the Company. The term “consent” as used herein with respect to any action referred to in this Section 15 means (i) any and all listings, registrations or qualifications in respect thereof upon any securities exchange or under any federal, state or local law, rule or regulation, (ii) any and all written agreements and representations by the Employee with respect to the disposition of Shares, or with respect to any other matter, which the Company shall deem necessary or desirable to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made, (iii) any and all consents, clearances and approvals in respect of a Plan Action by any governmental or other regulatory bodies, and (iv) any and all consents or authorizations required to comply with, or required to be obtained under, applicable local law or otherwise required by the Company. Nothing herein shall require the Company to list, register or qualify the Shares on any securities exchange.
Consent Requirement. An assignment of the Opco Rights to a Person other than an Affiliate of Opco, an Acquiror or an administrative or security agent of a Financing Party shall require the prior consent of NLH and the Partnership.
Consent Requirement. An assignment of the Partnership Rights to a Person other than an Affiliate of the Partnership, an Acquiror or an administrative or security agent of a Financing Party shall require the prior consent of Opco.
Consent Requirement. Tenant shall not do any of the following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily or by operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, and the prior written consent of Master Lessor, which consent shall not be unreasonably withheld or delayed, as long as the Master Lease is in full force and effect: (i) sublet all or any part of the Premises or allow the Premises to be sublet, occupied or used by any person or entity other than Tenant; (ii) assign its interest in this Lease; (iii) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (iv) materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. Tenant shall reimburse Landlord for all reasonable costs and attorneys’ fees incurred by Landlord in connection with the evaluation, processing, and/or documentation of any requested Transfer, not to exceed Two Thousand Five Hundred Dollars ($2,500.00) per request, whether or not Landlord’s consent is granted. Landlord’s reasonable costs shall include the cost of any review or investigation performed by Landlord or consultant acting on Landlord’s behalf of (a) Hazardous Materials used, stored, released, or disposed of by the potential subtenant or assignee, and/or (b) violations of Law by the Tenant or the proposed subtenant or assignee. Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which (x) is in a form reasonably approved by Landlord, (y) contains the same terms and conditions as stated in Tenant’s notice given to Landlord pursuant to Section 17.2, and (z) in the case of an assignment of the Lease, contains the agreement of the proposed transferee to assume all obligations of Tenant under this Lease arising after the effective date of such Transfer. In the event of an assignment, Tenant and the proposed transferee shall remain jointly and severally liable for the obligations under this Lease unless otherwise agreed to in writing by Landlord and Tenant. Any attempted Transfer without Landlord’s consent shall constitute an Event of Tenant’s Default and shall be voidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute a waiver of the provisions of this Section 17.1 as to any subsequent Transfer...
Consent Requirement. UI is not authorized to and shall not Transfer or permit or suffer a Transfer of any UI Assets purchased by it hereunder without the prior written consent of CL&P, which consent may be granted or withheld in CL&P's sole and exclusive discretion; provided that, subject to Paragraph I.1 below, UI may, without CL&P's consent:
(a) Transfer all of the UI Assets that have been conveyed by CL&P to UI and the associated rights, obligations and/or interests under the Transaction Documents (other than this Agreement) then owned by UI (collectively, the "Transaction Assets") to any Person (including an Affiliate of UI) that acquires record and beneficial ownership of all such Transaction Assets (a "Purchaser"); provided that:
(i) such Purchaser (or its guarantor under a guaranty agreement acceptable to CL&P in its reasonable discretion) has a Credit Rating as of the date of Transfer of at least the Required Credit Rating (or the equivalent of such ratings if any rating agency has modified its rating scale), unless UI remains unconditionally liable for all of its obligations and other Liabilities with respect to the Transaction Assets notwithstanding such Transfer (in which case the conditions set forth in this clause (i) shall be deemed satisfied);
(ii) such Purchaser is a Participating Transmission Owner; and
(iii) there is no pending and/or threatened Proceeding where such Purchaser and/or any of its Affiliates is/are adverse to CL&P and/or any of its Affiliates. UI shall notify CL&P of any proposed transaction with a Purchaser at least thirty (30) days before the proposed effective date of any Transfer of the Transaction Assets;
(b) conditionally assign and/or pledge all or any portion of the UI Assets that have been conveyed by CL&P to UI and the associated rights, obligations and/or interests under the Associated Agreements (other than this Agreement) as collateral security for the purposes of financing its purchase of such UI Assets and/or the making of any Capital Improvements so long as the Person providing such financing acknowledges on terms acceptable to CL&P that such financing, including the exercise of the rights and remedies of such Person, are subject and subordinate to the Associated Agreements (including the Right of First Refusal and the Buy-Back Option contained in these Purchase and Sale Terms), the Step-In Agreement and the exclusive right of CL&P to manage, operate and maintain the UI Assets under the O&M Agreement. Notwithstanding anything to ...
Consent Requirement. All consent to subcontract requirements in FAR Clause 52.244-2 apply to this contract. In addition, the contractor shall obtain the Contracting Officer’s written consent before awarding any subcontract- (1) To an educational institution; or (2) With a value over $3 million. Requests for consent to subcontract must be submitted in writing via the Lockheed Xxxxxx Procurement Representative, and provide the information specified in FAR 52.244-2(e).
Consent Requirement. If, after the Closing and prior to the Contingent Payment Termination Date:
(a) Buyer (or a Subsidiary or Affiliate thereof) shall cease to own a majority of the outstanding voting securities of the Company (or of any other Subsidiary of Buyer that is engaged in developing, manufacturing, marketing or selling the LipoSonix Product (a “Successor Subsidiary”)); or
(b) Buyer or any of its Subsidiaries, including the Company, shall, in one or a series of transactions, sell, license or transfer to any Person all or substantially all of the Intellectual Property used in developing, manufacturing, marketing or selling the LipoSonix Product to any Person;
(i) Buyer, prior to entering into such transaction or transactions, shall obtain Seller’s written consent, which shall not be unreasonably withheld, and (ii) any Person acquiring a majority of the outstanding voting securities of the Company or a Successor Subsidiary after the Closing in a transaction described in Section 2.8(a) or acquiring all or substantially all of the Intellectual Property used in developing, marketing or selling the LipoSonix Product in a transaction described in Section 2.8(b), as the case may be (the “Acquiring Person”), shall explicitly assume in writing the obligations of Buyer to make the Seller Contingent Payments as set forth in this Agreement and shall agree in writing to be bound by and to comply with the terms and conditions set forth in this Agreement and the terms and conditions of Sections 2.6 and 2.7 of this Agreement (including but not limited to the requirements set forth in Section 2.6(g)). For purposes of this Section 2.8, Seller shall be deemed to have unreasonably withheld its consent if with respect to the transaction or transactions described in this Section 2.8, the Acquiring Person expressly assumes the obligations as set forth in clause (ii) of this Section 2.8 and if such Acquiring Person is a Qualified Acquiring Person. A “Qualified Acquiring Person” means a Person (i) who (A) is directly engaged in any business that develops, manufactures, sells, markets or distributes pharmaceutical, medical device or any other healthcare products or devices, and (B) has earnings before interest, taxes, depreciation and amortization (or EBITDA) of no less than $10,000,000 in each of the two fiscal years immediately preceding the transaction or transactions described in this Section 2.8 or (ii) that is an Affiliate of a financial sponsor, private equity firm or similar organizati...
Consent Requirement. An assignment of the Muskrat Rights to a Person other than an Affiliate of Muskrat, an Acquiror or an administrative or security agent of a Financing Party shall require the prior consent of NLH and Labrador Transco.
Consent Requirement. 20 15.2 Procedure....................................................... 20 15.3
