Rights of Transfer. Neither Party shall assign or otherwise transfer, dispose of or encumber any of its rights or obligations hereunder except with the prior written consent of the other Party.
Rights of Transfer. Neither Party shall transfer any of its rights or obligations under this Marketing Agreement (including by means of an assignment or transfer of substantially all of its assets to, or consolidation or merger with, another entity, whether or not the transferring Party is the surviving entity), except that DIRECTV shall have the right to transfer its rights or obligations under this Marketing Agreement to any Affiliated Company, (i) in connection with or to facilitate an initial public offering of its common stock or (ii) in connection with any consolidation, merger or sale of assets involving the transfer of substantially all the assets or stock of DIRECTV; provided that the entity surviving such transaction assumes all of these obligations hereunder. Subject to the foregoing, this Marketing Agreement shall be binding on and shall inure to the benefit of the permitted successors and assigns of the Parties. *Material has been omitted pursuant to a request for confidential treatment. Such material has been filed separately with the Securities and Exchange Commission.
Rights of Transfer. You shall not transfer or assign this Agreement without the prior written consent of Nurved. Nurved may assign this Agreement at any time without your prior consent or notice. Nurved reserves the right to cancel your rights under this contract at any time without further obligation.
Rights of Transfer. An employee shall have the right to exercise his option in in each occurrence. Having exercised his option in he shall have the right to withdraw his waiver and be available for the next recall to a Job Class or lower. shall not accumulate in of the he on lay-off.
Rights of Transfer. (a) If Shareholder determines to voluntarily Transfer all or any part of the Shares, Shareholder shall first give written notice (the "Sales Notice") of such intention to the Company addressed to the Chief Executive Officer or Chief Financial Officer. The Sales Notice shall include the name of the proposed Transferee, the proposed aggregate purchase price including cash value of any non-cash consideration, the terms of payment of such aggregate purchase price and all other matters relating to such proposed sale. The Sales Notice shall constitute a binding offer by the Shareholder to sell to the Company (or in the event that the Company shall not accept such offer, to the other shareholders of the Company) the Shares which are the subject of the Sales Notice at a price equal to the monetary price designated in the Sales Notice. Not later than fifteen days after receipt of the Sales Notice (the "Election Period"), the Company shall deliver written notice (the "Company Notice") to the Shareholder and the other Shareholders stating whether the Company has accepted the offer set forth in the Sales Notice. The Company may accept none, any or all of the offered Shares. The Company Notice shall fix a time, location and date for the closing of the purchase which date shall not be less than ten nor more than thirty days after the later of the receipt of any required regulatory approvals and delivery of the Company Notice.
(b) If the Company fails to accept any or all of the offered Shares within the Election Period then all other Shareholders (the "Non-Selling Shareholders") shall have the right to purchase the portion of the Shares not purchased by the Company at a price equal to the price designated in the Sales Notice. Not later than twenty days after the earlier of (i) the date the Company gives notice of its intention not to purchase any or all of the offered Shares and (ii) the expiration of the Election Period, the Non-Selling Shareholders shall deliver to the selling Shareholder a written notice (the "Non-Selling Shareholders' Notice") stating whether the Non-Selling Shareholders intend to purchase any of the offered Shares not purchased by the Company and stating the maximum amount of the offered Shares such Non-Selling Shareholder would be willing to purchase under the terms of the Sales Notice. The Non-Selling Shareholders may accept none, any or all of the offer of the selling Shareholder.
(c) If the Company has not agreed to purchase any of the offered ...
Rights of Transfer. Neither party shall transfer any of its rights or obligations under this Agreement, except that either party may transfer this Agreement in whole to a successor of all or substantially all of its assets upon written notice to the other party, and DIRECTV may transfer some or all of its rights and obligations under this Agreement in connection with a public offering. Subject to the foregoing, this Agreement shall be binding on and shall inure to the benefit of the permitted successors and assigns of the parties.
Rights of Transfer. Any Limited Partner who shall Transfer his LP Units shall cease to be a Limited Partner of the Partnership and shall no longer have any of the rights or privileges of a Limited Partner.
Rights of Transfer. No Member shall sell, assign, transfer, convey or dispose of all or any portion of its Membership Interest or any rights or benefits with respect thereto, except with the advance written approval of all other Members, which consent may be given or withheld in at each such Member's sole discretion.
Rights of Transfer. (a) The Partnership may transfer assets to joint ventures, other partnerships, corporations, limited liability companies or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions as are consistent with this Agreement and applicable law.
(b) The General Partner or any of its Affiliates may sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, pursuant to transactions that are fair and reasonable to the Partnership; provided however that the requirements of this Section 7.6(b) conclusively shall be deemed to be satisfied and not a breach of any duty hereunder or existing at law, in equity or otherwise as to (i) the transactions effected and described in or contemplated by the Registration Statement, (ii) any transaction, the terms of which are, in the aggregate, no less favorable to the Partnership than those generally being provided to or available from unrelated third parties, or (iv) any transaction that is fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be or have been particularly favorable or advantageous to the Partnership). With respect to any contribution of assets to the Partnership in exchange for Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, the General Partner, in determining whether the appropriate number of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities are being issued, may take into account, among other things, the fair market value of the assets, the liquidated and contingent liabilities assumed and such other factors as the General Partner deems relevant under the circumstances.
Rights of Transfer. Securities may be transferred only as Units, not ------------------- separately, other than in connection with a Compelled Sale or Tag-Along Sale. Units may be transferred to Permitted Transferees (an "Exempt Transfer"), to include the following:
