Resale or Transfer Sample Clauses
The Resale or Transfer clause governs the conditions under which a party may sell, assign, or otherwise transfer their rights or obligations under an agreement to another party. Typically, this clause outlines whether prior written consent is required from the other party before any transfer can occur, and may specify exceptions or procedures for obtaining such consent. Its core practical function is to maintain control over who may become a party to the agreement, thereby protecting the interests of the original parties and preventing unwanted or unapproved assignments.
Resale or Transfer. The Purchaser understands that (i) except as ------------------ otherwise expressly provided in this Agreement, the resale of the Purchased Shares has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Purchased Shares may not be sold or otherwise transferred unless (a) the Shares are sold or transferred pursuant to an effective registration statement under the Securities Act, (b) the Purchaser shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company's counsel) to the effect that the Purchased Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, or (c) the Purchased Shares are sold pursuant to Rule 144 under the Securities Act; (ii) any sale of such Purchased Shares made in reliance on Rule 144 may be made only in accordance with the terms of such Rule and further, if such Rule is not applicable, any sale of such Purchased Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with another exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other Person is under any obligation to register such Purchased Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Resale or Transfer. Upon any sale or transfer of the shares purchased upon exercise of the Option, the Optionee shall satisfy the Company that either (i) the shares to be so sold or transferred have been registered under the Securities Act of 1933, as amended, and that there is in effect a current prospectus satisfying the requirements of Section 10(a) of said Act that is being or shall be delivered to the purchaser or transferee at or prior to the time of delivery of the certificates evidencing the shares to be sold or transferred, or (ii) such shares may then be sold without such registration without violating Section 5 of said Act. In addition, the Optionee shall satisfy the Company that any other restrictions upon the transfer of such shares, imposed either under the Plan or this Agreement, have been complied with or are inapplicable.
Resale or Transfer. 20.1 Use of ICS products is provided for Customer’s organization only.
20.2 The customer may not copy, distribute, market, sell, lease, license, sublicense or otherwise transfer ICS products, the accompanying documentation or any part thereof to third parties or to employees of Customer for use in communications with persons other than the employees of the Customer.
Resale or Transfer. During the currency of this Agreement, Exelar and TSI shall not transfer and the Company shall not approve a transfer of any of the Covered Shares without the written approval of the other.
Resale or Transfer. 4 3.6 Residency.................................................................... 5 3.7 Organization................................................................. 5 3.8
Resale or Transfer. Customer may not resell or otherwise transfer the ------------------ Software without Aspect's prior written consent, which shall not be unreasonably withheld. Any transfer is subject to Customers payment of a Software license reissue fee and, if the System is not at the current Software Release level, a one-time software revision upgrade fee at Aspect's then-current rate. Upon request for transfer, Aspect's consent and Customer's payment of such fees. Aspect will reissue the applicable Software licenses to the transferee. Aspect agrees that the Software license reissue fee for the basic Call Center System Software will not exceed 20% of the Price Guide purchase price of the basic Call Center System. The Software license reissue fee for other Software will be the Price Guide purchase price of such Software. In the event Customer resells or otherwise transfers any Equipment purchased under this Agreement, other than to a financing company for the sole purpose of financing the purchase of the Equipment, Aspect shall have no obligation to enter into a support agreement with the transferee unless the Equipment is covered by a Comprehensive Support Plan agreement effective at the time of the transfer and then only upon Aspect and the new owner (i) reaching a negotiated agreement regarding all material terms and conditions for the provision of support and (ii) entering into Aspect's Customer Agreement. In the event that support coverage has lapsed on a System. and the new owner wishes Aspect to support the System, Aspect must recertify the System and will charge a recertification fee not to exceed 10% of the then-current Price Guide purchase price of an equivalent new System. Regardless of whether support coverage has lapsed, Aspect must recertify transferred Equipment other than Systems (excluding TeleSets) and will charge a recertification fee not exceeding 15% of the Price Guide purchase price of such Equipment which must be paid prior to installation of the Equipment in the transferee's Call Center.