Establishment of SPV; Transfers and Pledge Sample Clauses

Establishment of SPV; Transfers and Pledge. (a) Licensor shall, within 60 days of the Effective Date, have (i) established an Eligible SPV, (ii) assigned to such Eligible SPV (A) all registrations for any Licensed Marks for which registration has been obtained by Licensor or any Licensor Affiliate in the Original Territory, (B) all sublicenses of any Licensed Xxxx for which Licensor is a sublicensee in the Original Territory and (C) all other rights that Licensor has in and to the Licensed Marks in the Original Territory, and (iii) assigned its rights and obligations under this Agreement to such Eligible SPV (and such Eligible SPV shall have executed and delivered to Licensee an instrument acknowledging its assumption of Licensor’s rights and obligations under this Agreement and its agreement to be bound by the terms and conditions of this Agreement as Licensor); provided, however, that with respect to the registration for the SIR Xxxx in Israel, Licensor shall have the right to establish an Eligible SPV to hold such registration in any jurisdiction permitted under Section 18(d), provided further that such Eligible SPV executes and delivers to Licensee the instrument contemplated in the preceding clause (iii).
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Related to Establishment of SPV; Transfers and Pledge

  • Transfers and Pledges This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

  • Assignments and transfers by Obligors No Obligor may assign or transfer any of its rights and obligations under the Finance Documents without the prior consent of all the Lenders.

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • Assignment and transfers by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • Assignments and transfers by Lenders (a) A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other person (the New Lender).

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that the Company may assign its rights and delegate its duties hereunder to any surviving or successor corporation in connection with a merger or consolidation of the Company with another corporation, or a sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation, without the prior written consent of the Required Investors, after notice duly given by the Company to each Investor.

  • Restrictions on Transfer and Pledge The Option may not be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Parent or Subsidiary, or be subject to any lien, obligation, or liability of the Optionee to any other party other than the Company or a Parent or Subsidiary. The Option is not assignable or transferable by the Optionee other than by will or the laws of descent and distribution. The Option may be exercised during the lifetime of the Optionee only by the Optionee.

  • Redemption of Partnership Interests of Non-citizen Assignees (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows:

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