SLA Assignment. Except as otherwise provided in this Section 5, the rights, duties, and obligations of Licensee under this SLA shall not be assignable by Licensee in whole or in part without the written consent of the Judicial Council upon such reasonable terms and conditions that the Judicial Council may require. The Judicial Council’s consent to one assignment shall not be deemed consent to any subsequent assignment. No such assignment shall relieve Licensee of its obligations under this SLA unless the Judicial Council has agreed otherwise in writing, and the predecessor Licensee shall remain jointly and severally liable hereunder unless the Judicial Council has agreed otherwise in writing regarding the assignment. For purposes of this Section 5, the sale, assignment, transfer, or disposition, directly or indirectly, of any type which results in a change of control of Licensee shall be deemed an assignment of this SLA. Change of control shall be as defined in common law, and may be the result of a single or multiple related transactions which result in the cumulative transfer in a twelve (12) month period of more than fifty percent (50%) of the voting stock or equity interests of Licensee. The following transactions or events shall not constitute an assignment that is subject to the Judicial Council prior written approval:
5.1. 1To an Affiliate of Licensee provided that the assignee shall produce a Certificate of Status from the Secretary of State and business formation documents demonstrating and confirming assignee’s Affiliate status.
5.1. 2The sale of shares of a publicly traded company in an open market transaction.
