NPE Prohibition Sample Clauses

NPE Prohibition. The Assignee agrees and undertakes (i) that it is not and will not become an NPE or an Affiliate of an NPE, (ii) not to sell, transfer or assign any rights to Assigned Patents to a subsequent assignee that is known or reasonably should be known to Assignee to be an NPE or an Affiliate of an NPE, and (iii) that in the event Assignee or any of its Affiliates change its business model to become an NPE, or sell, transfer or assign any rights to an Assigned Patent to a subsequent assignee that Assignee actually knew is or planned to become an NPE or an Affiliate of an NPE, for the foregoing action, the Assignee shall be in material breach of the Agreement. Assignee represents and warrants that this NPE sales restriction shall be required upon any subsequent assignee of the Assigned Patents and Nokia Group shall be third party beneficiaries of such NPE sales restriction. CONFIDENTIAL Nokia/Accelsius Proprietary
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Related to NPE Prohibition

  • General Prohibition Without Landlord’s prior written consent subject to and on the conditions described in this Section 22, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 50% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22.

  • Legal Prohibition On the Closing Date, no injunction or order shall be in effect prohibiting consummation of the transactions contemplated hereby or which would make the consummation of such transactions unlawful and no action or proceeding shall have been instituted and remain pending before a court, governmental body or regulatory authority to restrain or prohibit the transactions contemplated by this Agreement.

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