Limited Right to Assign Sample Clauses

Limited Right to Assign. Neither TACTIC nor XOMA may transfer or assign this Agreement or any of its rights hereunder without the written consent of the other; provided, however, that (a) XOMA may, without such consent, assign this Agreement and its rights and obligations hereunder to a Third Party only in connection with the transfer or sale of all or substantially all of its business relating to Human Engineering™, or in the event of a merger, consolidation or other transaction resulting in a change in control of XOMA, and (b) TACTIC may, without such consent, assign this Agreement and its rights and obligations hereunder to a Third Party only in connection with the transfer or sale of a Human Engineered™ version of a TACTIC Antibody or all or substantially all of its assets relating to its anti-uPAR monoclonal antibodies or in the event of a merger, consolidation or other transaction resulting in a change in control of TACTIC. Any attempted transfer or assignment in violation of this Section 10.1 shall be void. Nothing herein shall prohibit any transfer or assignment by either TACTIC or XOMA to or among any of their respective Affiliates.
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Limited Right to Assign. Notwithstanding the preceding paragraph, any party may, upon thirty (30) days prior written notice to the other parties, assign this Agreement, in whole or in pertinent part, to any person or entity succeeding to the business of the assigning party whether by merger, acquisition, joint venture, or otherwise; provided that such person or entity shall have the financial and technical capacity to perform those obligations being assigned in the non-assigning parties' reasonable opinion. Upon assignment of this Agreement, appropriate modifications will be made where necessary to give effect to the terms of this Agreement.
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Limited Right to Assign. In the event Landlord elects the remedy provided for in Section 14.05, and only in such event, Tenant shall have the right to assign his interest in this Lease, conditioned upon the prior written consent of Landlord, not to be unreasonably withheld, but which consent shall be contingent upon the satisfaction, in the reasonable judgment of Landlord, of each of the following conditions: the use to which said proposed assignee shall put he Premises shall be the same as provided for in this Lease the financial strength has measured by such factors as audited net worth and credit rating) of the proposed assignee shall be at least as strong as that of Tenant at the execution of this Lease; the nature, character and quality of the proposed assignee shall be first class and fully compatible with the Center; the requirements of the proposed assignee for services furnished by landlord shall not be greater than Tenant's; the proposed assignee shall have successful experience in integrated shopping centers of like character and quality as the Center. Nothing contained herein shall be construed as conferring any right upon Tenant to sublet the Premises, and Tenant shall have no such right whatsoever.
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Limited Right to Assign. An assignment of Purchaser’s rights and duties under this Agreement other than in accordance with Section 19(A) hereof shall require Sellers’ prior written consent, which consent may be withheld in Sellers’ sole discretion.
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Limited Right to Assign. A. Except as provided in this Article VII and subject to the provisions of Article V, no Limited Partner shall have the right to assign, transfer, sell, pledge or otherwise dispose of all or any portion of his interest in the Partnership without the prior written consent of the General Partners. Notwithstanding the foregoing, Meridian shall have the right to assign or pledge its Interest as a Limited Partner to Equitable Bank National Association ("Equitable") in order to secure loans by Equitable to Meridian in connection with the Partnership or any of the Operating Partnerships. 2618z: 12/30/86 6893-151 B. Meridian and Constellation shall each have the absolute and unrestricted right to assign or transfer any portion of its Interest as a Limited Partner to any Entity owned by Meridian or Constellation, respectively, or to any Entity controlled by the same Persons which control Meridian or Constellation, respectively, without giving the Partners a right of first offer pursuant to Article V. Meridian shall also have the absolute and unrestricted right to assign or transfer any portion of its Interest as a Limited Partner to one or more of its shareholders without giving the Partners the right of first offer pursuant to Article V. C. In the event of the death or incapacity of any individual shareholder of Meridian to whom Meridian has assigned or transferred all or a portion of its Interest as a Limited Partner, Meridian and/or its other shareholders shall have the option to purchase the entire Partnership Interest of the deceased or incapacitated Limited Partner. Such option must be exercised within 90 days after the date of death or incapacity of the Limited Partner, for a purchase price equal to the fair market value of such Interest, such fair market value to be determined upon agreement between the legal representatives of the deceased or incapacitated Limited Partner and Meridian and/or its shareholders. If a fair market value cannot be agreed upon, then the appraisal procedure similar to that set forth in Section 8.3.C shall be followed. If Meridian and/or its shareholders do not exercise the option to purchase the Interest of the deceased or incapacitated Limited Partner, then Constellation shall have the equal right to purchase the entire Partnership Interest of such Partner on the same terms and conditions provided in this Section 7.1.
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Limited Right to Assign. Either party shall have the right, in connection with its merger or consolidation or with the sale of substantially all of its assets utilized in the business to which this Agreement relates, to assign all of the rights and licenses herein granted, but only to a party who expressly assumes and agrees to perform all of the obligations of the assigning party. Such assigning party shall remain liable to the other party for the due performance of all of its obligations under this Agreement. Except as set forth in the preceding sentence, neither party may assign this Agreement or any rights hereunder without the consent of the other. In the event of the assignment hereof, the assigning party shall notify the other party at least thirty (30) days prior to such transfer.
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Related to Limited Right to Assign

  • Right to Assign Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

  • Xxxxxx’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Holder’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Right to Transfer The Purchaser shall have the right to sell or otherwise transfer the Subject Shares at any time in its sole discretion, subject to the transfer restrictions contained in Section 2.02 of the Purchase Agreement. Upon the transfer of the Subject Shares by the Purchaser to any third party (other than a transfer to an Affiliate of the Purchaser in which case such Subject Shares shall remain subject to this Agreement) such Subject Shares shall no longer be subject to this Agreement; provided, however, in connection with an Excluded Transfer: (a) of the type specified in clause (1) of the definition of Excluded Transfer, the Subject Shares shall remain subject to this Agreement until such time as the Fund, upon the request of the Purchaser, enters into a voting arrangement satisfying Section 12(d)(1)(E)(iii) of the 1940 Act; (b) of the type specified in clauses (3) or (4) of the definition of Excluded Transfer, to the extent the Purchaser retains the right to vote or direct voting in connection with such transactions, the Subject Shares shall remain subject to this Agreement until such time as there is a default by the Purchaser under such repurchase transaction or collateral pledge arrangement; and (c) of the type specified in clauses (3) or (4) of the definition of Excluded Transfer, to the extent the Purchaser does not retain the right to vote or direct voting of such Subject Shares in such transactions, such transactions do not permit the removal of the Subject Shares’ rights transferred to the Voting Trust pursuant to this Agreement within the first 60 days of closing of such transferee becoming the Beneficial Owner of such Subject Shares unless there is a default by the Purchaser under such repurchase transaction or collateral pledge arrangement.

  • RIGHT TO ASSURANCE Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract.

  • No Right to Cancel You do not have the right to cancel your subscription or change your mind. Once you sign this Investment Agreement, you are obligated to purchase the Note, no matter what, even if the Offering is over-subscribed and the amount of your Note is reduced.

  • Right to Opt Out If you do not wish to agree to arbitrate all Disputes in accordance with the terms and conditions of this section, you must advise us in writing at the following address by either hand delivery or a letter postmarked within thirty (30) days following the date you enter into this Agreement. You may opt-out without affecting your application or cardholder status.

  • STUDENT’S RIGHT TO CANCEL You have the right to cancel this agreement and obtain a refund of charges paid through the attendance at the first class session, or the seventh day after enrollment, whichever is later.

  • Right to Organize Teachers shall have the right to self-organization for mutual protection, to form, join or assist the organization or refrain from such activity, and to bargain collectively through representatives of their own choosing.

  • Right to Grieve Where an employee feels that she has been aggrieved by a decision of the Employer related to promotion, demotion or transfer, the employee may grieve the decision at Step 3 of the grievance procedure in Article 9 of this Agreement within seven (7) days of being notified of the results.

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