Licensee Assignment. Neither this Agreement nor the LICENSED TECHNOLOGY is assignable by LICENSEE without the express written consent of LICENSOR, which shall not be unreasonably withheld. Any attempt to make such an assignment without LICENSOR's written consent may be voided at the election of LICENSOR. LICENSEE agrees that in the event LICENSOR elects to void an unauthorized assignment that LICENSOR will have suffered immediate and irreparable damage and shall be entitled to immediate injunctive relief. In the event LICENSOR does not elect to void an unauthorized assignment, LICENSEE agrees that the assignee will be treated in all respects as a LICENSEE for purposes of this Agreement. Nothing in this section may be construed to preclude LICENSOR from initiating an independent action against the assignee of the unauthorized assignment or to otherwise pursue other legal or equitable remedies against LICENSEE, the assignee or both.
Licensee Assignment. Subject at all times to Clearwire's right to purchase the License if the FCC determines to open eligibility for EBS spectrum (as set forth in Section 21(a) hereof), Licensee may, during the Term, assign its License or individual Channels to a qualified EBS eligible, or discontinue EBS operations and surrender its License to the FCC, subject to the following: Licensee shall notify Clearwire immediately upon making such decision, Licensee shall not discuss such decision with any third parties without Clearwire's written consent, and Licensee shall assign any affected Channels or the License to an FCC-qualified entity designated by Clearwire who will assume the Channels or License and assume Licensee's obligations under this Agreement (a "Successor Licensee"). Licensee, Successor Licensee and Clearwire shall cooperate in filing with the FCC any and all paperwork necessary to assign the license to the Successor Licensee and receive continued FCC consent, if necessary, to the long term de facto spectrum leasing arrangement reflected in this Agreement.
Licensee Assignment. Neither this Agreement nor the LICENSED TECHNOLOGY is assignable by LICENSEE without the express written consent of BYU, which shall not be unreasonably withheld. Any attempt to make such an assignment without BYU’s written consent may be voided at the election of BYU. LICENSEE agrees that in the event BYU elects to void an unauthorized assignment that BYU will have suffered immediate and irreparable damage and shall be entitled to immediate injunctive relief. In the event BYU does not elect to void an unauthorized assignment, LICENSEE agrees that the assignee will be treated in all respects as a LICENSEE for purposes of this Agreement. Nothing in this section may be construed to preclude BYU from initiating an independent action against the assignee of the unauthorized assignment or to otherwise pursue other legal or equitable remedies against LICENSEE, the assignee or both.
Licensee Assignment. Licensee may assign this License in whole or in part without consent to (i) an Affiliate or (ii) to any lender or provider of financing to Licensee or to its Affiliate. Otherwise, Licensee may not assign this License to any other party without the prior written consent of Licensor, which such consent shall not be unreasonably withheld. If Licensee or any Affiliate is an entity whose equity interests are listed and traded on a nationally-recognized securities exchange or over-the-counter market, the transfer, sale, or other disposition (including issuance) of stock or other equity interests in such entity will not be deemed an assignment of this License.
Licensee Assignment. The rights granted to Licensee are personal in nature. Licensee may not assign this Agreement or any rights granted under this Agreement, or delegate any of its obligations under this Agreement, without first obtaining the approval of LS&CO. Any such assignment without the prior approval of LS&CO. shall be null and void and of no force or effect. Any "Change of Control" (as defined in this Section 18.2) of Licensee shall be considered an assignment of this Agreement by Licensee. "Change of Control" means: (i) any consolidation or merger of Licensee in which Licensee or its parent is not the continuing or surviving corporation or after which the shareholders of Licensee or the date hereof cease to hold at least 50% or more of the combined voting power of Licensee, (ii) any sale of all or substantially all the assets of Licensee to any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (the "Exchange Act") other than a then existing shareholder or group of shareholders of Licensee or its parent owning 75% or more of the combined voting power of Licensee's or its parent's then outstanding securities or (iii) any person, as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act, who becomes or is discovered to be a beneficial owner (as defined in Rule 13d-3 under the Exchange Act as in effect on the date of this Agreement) directly or indirectly of securities of Licensee representing 50% or more of the combined voting power of Licensee's then outstanding securities on a fully converted, fully diluted basis (unless that person is already such a beneficial owner on the date of this Agreement). Licensee shall notify LS&CO. of any Change in Control within three days after its occurrence. If the prior approval of LS&CO. is not obtained with respect to any Change of Control of Licensee, LS&CO. shall be entitled, in its sole discretion, to terminate this Agreement at any time during the 90 day period after the date upon which LS&CO. receives from Licensee notice of the Change in Control or otherwise learns of the Change in Control.
Licensee Assignment. 15 20 Non Use of BYU Name........................................... 15 21 Publication................................................... 15 22 Payment, Notices and Other Communications..................... 16 23
Licensee Assignment. Neither this Agreement nor the LICENSED TECHNOLOGY is assignable by either party without the express written consent of the other party, which consent shall not be unreasonably withheld, and any attempt to do so without such written consent shall be void.
Licensee Assignment. The rights granted to Licensee are personal in nature. Licensee may not assign this Agreement or any rights granted under this Agreement, or delegate any of its obligations under this Agreement, without first obtaining the written approval of LS&Co., and any such approval shall be in all cases conditioned on payment of a transactional fee to LS&Co. equal to [***] percent ([***]%) of the total royalties paid by Licensee during the twelve month period leading up to the request for approval (the “Transactional Fee”). Any such assignment without the prior approval of LS&Co. shall be null and void and of no force or effect. Under no circumstances shall Licensee assign or sublicense this Agreement, or the rights granted hereunder to an entity that makes, sells, or offers for sale Competitive Products. Any “Change in Control” of Licensee shall be considered an assignment of this Agreement by Licensee. “Change in Control” means the occurrence of any of the following events: (i) any transaction or series of related transactions (including, without limitation, any reorganization, merger, consolidation, or any such transactions in bankruptcy) in which a person, entity, group, or seller obtains (whether by transfer, assignment, sale, lease, loan, joint venture, investment, or other means) all, or substantially all, or any material portion of the tangible or intangible assets of the Licensee; (ii) any consolidation or merger of Licensee in which Licensee is not the continuing or surviving corporation or after which the shareholders of Licensee on the date of the consolidation or merger cease to hold at least fifty percent (50%) or more of the combined voting power of Licensee; (iii) any event or transaction which causes another person, entity, or group to control the composition of Licensee’s board of directors or to hold more than half of the issued share capital of the Licensee; or (iv) any other event which takes from the Licensee as currently constituted the capacity to direct the outcome of a Licensee's financial or operational decision-making. In addition, any transaction or event in which the Licensee itself acquires control of (i) an entity selling Competitive Products, or (ii) a product line, brand or component of a business selling Competitive Products, in any manner (including those set forth above) shall be treated as a Change in Control for the purposes of this Agreement. Licensee shall notify LS&Co. in writing of any contemplated Change in Control at leas...
Licensee Assignment. The rights granted to Licensee are personal in nature. Licensee may not assign this Agreement or any rights granted under this Agreement, or delegate any of its obligations under this Agreement, without first obtaining the approval of LS&CO. Any such assignment without the prior approval of LS&CO, shall be null and void and of no force or effect. Any "Change of Control" of Licensee shall be considered and assignment of this Agreement by Licensee.
Licensee Assignment. 17 20 Non Use of BYU Name . . . . . . . . . . . . . . . . . . . . . . . . 17 21 Publication . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 22 Payment, Notices and Other Communications . . . . . . . . . . . . . 17
