Material Changes in Protection or Rights Sample Clauses

Material Changes in Protection or Rights. CI Plus TA may make changes to the Operative Protection Agreements or the Form Adopter Agreement, or issue, execute or amend such other documents or sections of documents with respect to CI PLUS as are described in Section 3.7(a), only in accordance with the following provisions: (a) CI Plus TA shall provide reasonable advance written notice to Content Distributor and to all members of the Content Distributor User Group of, and identify with specificity, (1) any proposed change, addition or supplement to Section 1.0 (Definitions), 2.0 (Grant of Licenses), 3.0 (Delivery of production technology and test technology), 6.0 (Changes), 9.0 (Confidentiality), 10.0 (Term and termination), 13.0 (Third party beneficiary right), 14.0 (Limitation of liability), 15.0 (Denial of service), 16.5 (Equitable relief), 16.6 (Damages measure and limitations), Exhibit B (Robustness Rules), Exhibit C (Compliance Rules for Host Device), Exhibit D (Compliance Rules for CICAM Device), Exhibit H (Confidentiality Agreement), and Exhibit D (Revocation Procedure) of any Effective Adopter Agreement, of the Form Adopter Agreement or of any copy of the Form Adopter Agreement entered into by an Licensee after the date of this Agreement; (2) any change to any other Operative Protection Agreements (other than the Specification) that would affect the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS; (32) the proposed issuance, execution or amendment by CI Plus TA of any other document that would affect the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS; and (43) any change to the Specification affecting Controlled Content. For purposes of this Agreement, each of the items as to which Content Distributor is to receive advance written notice as described in clauses (1) to (4), hereof, inclusive, is a “CI Plus Proposed Action.” Except as otherwise expressly provided in this Section 3.7, for so long as Content Distributor is an Eligible Content Distributor, it shall have the right, either on its own or with one or more Fellow Content Distributors that are each an Eligible Content Distributor under its CI Plus Content Distri...
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Material Changes in Protection or Rights. CI Plus LLP may make changes to the Interim License Agreement or when available the Final License Agreement in accordance with the following provisions: (a) CI Plus LLP shall provide reasonable advance notice to the Content Distributor of any material proposed change, addition or supplement to the Interim License Agreement. For purposes of this Agreement, each material proposed, addition or supplement, which Content Distributor is to receive advance written notice of as described in this sub-section 3.5(a), is a “CI Plus Proposed Action”. (b) Except as otherwise expressly provided in this Section 3.5, for so long as Content Distributor is an Eligible Content Distributor, it shall have the right to file a written objection to any CI Plus Proposed Action that it reasonably believes would have a material and adverse effect on the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content and/or ECP Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS. Any such objection shall set forth with specificity the alleged material and adverse effects on the integrity or security of CI PLUS, or the operation of CI PLUS with respect to protecting Controlled Content and/or ECP Controlled Content from any unauthorized output, transmission, interception or copying, or the rights of Content Distributor with respect to CI PLUS, and shall be delivered to CI Plus LLP no later than fifteen (15) Business Days after the date of notice by CI Plus LLP pursuant to Section 3.5(a) at the address specified in Section 12.7 of this Agreement. (c) CI Plus LLP agrees to consider any such objection given pursuant to Section 3.5(b). If CI Plus LLP rejects such objection, it shall provide notice thereof to Content Distributor explaining the reasons for such rejection and why the CI Plus Proposed Action would not be material or have an adverse effect, including, if applicable, the benefits that would be afforded by the CI Plus Proposed Action. CI Plus LLP agrees not to implement any disputed changes without issuing any notice of rejection of objection. Absent delivery to CI Plus LLP of written objection from Content Distributor pursuant to Section 3.5(b), CI Plus LLP may take the applicable CI Plus Proposed Action.
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Material Changes in Protection or Rights. Licensor may make changes to the Operative Protection Agreements or the Form Adopter Agreement, or issue, execute or amend such other documents or sections of documents with respect to DTCP as are described in Section 3.7(a), only in accordance with the following provisions: (a) Licensor shall provide reasonable advance written notice to Content Participant and to all members of the AV Content Participant User Group of, and identify with specificity, (1) any proposed change, addition or supplement to Sections 1 (Definitions), 3 (Specification), 4 (Revocation), 5 (Licenses), 6 (Distribution of Products), 7 (Confidentiality), 8 (Term/Termination) and 10 (Remedies) and 11.6 (Governing Law) of any Effective Adopter Agreement, of the Form Adopter Agreement or of any copy of the Form Adopter Agreement entered into by an Adopter after the date of this Agreement, and to the Compliance Rules of any Effective Adopter Agreement or of the Form Adopter Agreement (including, for avoidance of doubt, any expansion or approval of additional technologies or features contemplated in the Compliance Rules or any change that would excuse an Adopter from complying with, or would provide an alternative means for complying with, the “Standard Definition Analog Output” sections of the Compliance Rules); (2) any change to any other Operative Protection Agreements (other than the Specification) that would affect the integrity or security of DTCP, or the operation of DTCP with respect to protecting Commercial Audiovisual Content from any unauthorized output, transmission, interception or copying, or the rights of Content Participant with respect to DTCP; (3) the proposed issuance, execution or amendment by Licensor of any other document that would affect the integrity or security of DTCP, or the operation of DTCP with respect to protecting Commercial Audiovisual Content from any unauthorized output, transmission, interception or copying, or the rights of Content Participant with respect to DTCP; (4) the identification or approval by Licensor of any methods for copying Copy One Generation Decrypted DT Data (as such terms are defined in the Compliance Rules) pursuant to Section 2.2, Part 1 of Exhibit B to the Form Adopter Agreement or comparable provisions of any Adopter Agreement; (5) any notice to any Adopter that such Adopter may have longer than eighteen (18) months to comply with a change to the Compliance Rules; and (6) any change to the Specification affecting Commercial Audiovis...
Sample 1
Material Changes in Protection or Rights. CI Plus TA may make changes to the Operative Protection Agreements or the Form Adopter Agreement, or issue, execute or amend such other documents, only in accordance with the following provisions: (a) CI Plus TA shall provide reasonable advance written notice to all members of the Content Distributor User Group of, and identify with specificity, any proposed change, addition or supplement to either (x) interim or final versions of the Content Distributor or Adopter Agreements, or (y)
Sample 1

Related to Material Changes in Protection or Rights

  • Application of Takeover Protections The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

  • Material Changes; Undisclosed Events, Liabilities or Developments Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

  • No Undisclosed Events, Liabilities, Developments or Circumstances No event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) could have a material adverse effect on any Buyer’s investment hereunder or (iii) could have a Material Adverse Effect.

  • Material Changes Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change in the authorized capital stock of the Company or any Material Adverse Effect or any development that would reasonably be expected to cause a Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

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