Transfer and Amendment Sample Clauses

Transfer and Amendment. Subject to Part 5(j) herein, no transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless (i) each of Standard and Poor’s Ratings Services, a Division of The MxXxxx-Xxxx Companies, Inc. (“S&P”) and Mxxxx’x Investors Service, Inc. (“Moody’s”) (each a “Rating Agency”) has been provided notice of the same and (ii) each of S&P and Moody’s confirm in writing (including by facsimile transmission) that they will not downgrade, qualify, withdraw or otherwise modify their then-current rating of the Certificates.
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Transfer and Amendment. Commencing upon the date hereof and ending upon the earlier to occur of (x) the Purchase Option Closing Date, (y) the unexercised expiration of the Purchase Option Period, and (z) the termination of this Agreement pursuant to Section 9(b) (such period, the “Term”), the manager of Holdings shall not (A) transfer, or permit the transfer of, any Membership Interest without the prior written consent of Dynavax or (B) amend, or permit the amendment of, any provisions relating to the transfer of Membership Interests, as set forth in Section 7.02 of the Holdings LLC Agreement, to the extent such amendment would adversely affect Dynavax’s right of consent set forth in Sections 7.02(b)(i) and 7.02(c) of the Holdings LLC Agreement.
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Transfer and Amendment. Commencing upon the date hereof and ending upon the earlier to occur of (x) the Purchase Option Closing Date, and the termination of this Agreement pursuant to Section 9 (such period, the “Term”), the manager of Holdings shall not (A) transfer, or permit the transfer of, any Membership Interest without the prior written consent of Dynavax or (B) amend, or permit the amendment of, any provisions relating to the transfer of Membership Interests, as set forth in Section 7.02 of the Holdings LLC Agreement, to the extent such amendment would adversely affect Dynavax’s right of consent set forth in Sections 7.02(b)(i) and 7.02(c) of the Holdings LLC Agreement.
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Transfer and Amendment. Commencing upon the date hereof and ending upon the earlier to occur of (x) the Purchase Option Closing Date, (y) the unexercised expiration of the Purchase Option Period, and (z) the termination of this Agreement pursuant to Section 9(b)(i) or (ii) (such period, the “Term”), the manager of Holdings shall not (A) transfer, or permit the transfer of, any Membership Interest without the prior written consent of Alexza or (B) amend, or permit the amendment of, any provisions relating to the transfer of Membership Interests, as set forth in Section 7.02 of the Holdings LLC Agreement, to the extent such amendment would adversely affect Alexza’s right of consent set forth in Sections 7.02(b)(i) and 7.02(c) of the Holdings LLC Agreement.
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Transfer and Amendment. To the extent that Applicable Laws do not permit the transfer, amendment or issuance in the name of Purchaser of any Permit required to be transferred from Seller to Purchaser hereunder prior to or at Closing, then Seller shall prepare and submit prior to or at Closing all applications, documentation, amendments, certifications or other filings requested or required by Applicable Laws or Governmental Authorities to obtain such transfer, amendment or re-issuance of such Permit, and shall provide to Purchaser at Closing evidence satisfactory in form and substance to Purchaser in Purchaser’s sole discretion that such transfer, amendment or re-issuance (i) will occur not later than one hundred eighty (180) days after the Closing, and (ii) will not result in aggregate costs to Purchaser (for such Permit and all other Permits) in excess of $100,000 (to the extent not otherwise reimbursed by Seller) or any adverse changes in the terms of such Permit.
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Transfer and Amendment. To the extent that Governmental Rules do not permit the transfer, amendment or issuance in the name of the Purchaser of any Governmental Approval or Permit required to be transferred from the Seller or the Project Company to the Purchaser hereunder prior to or at Closing, then the Seller shall, or shall cause the Project Company to, prepare and submit prior to or at Closing all applications, documentation, amendments, certifications or other filings requested or required by Governmental Rules or Governmental Authorities to obtain such transfer, amendment or re-issuance of such Governmental Approval or Permit, and shall provide to the Purchaser at Closing evidence satisfactory in form and substance to the Purchaser in the Purchaser’s sole discretion that such transfer, amendment or re-issuance (i) will occur not later than thirty (30) days after the Closing, and (ii) will not result in aggregate costs to the Purchaser in excess of $100,000 or any adverse changes in the terms of such Governmental Approval or Permit.
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Transfer and Amendment 
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Related to Transfer and Amendment

  • Waiver and Amendment Any provision of this Agreement may be waived at any time by the party that is entitled to the benefits of such provision. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

  • Assignment and Amendment This Agreement may not be assigned by the Subadviser, and shall automatically terminate, without the payment of any penalty, in the event: (a) of its assignment, including any change in control of the Adviser or the Subadviser which is deemed to be an assignment under the 1940 Act, or (b) that the Advisory Agreement is assigned or terminates for any reason. Trades that were placed prior to such termination will not be canceled; however, no new trades will be placed after notice of such termination is received. Termination of this Agreement shall not relieve the Adviser or the Subadviser of any liability incurred hereunder. The terms of this Agreement shall not be changed unless such change is agreed to in writing by the parties hereto and is approved by the affirmative vote of a majority of the Trustees of the Trust voting in person, including a majority of the Trustees who are not interested persons of the Trust, the Adviser or the Subadviser, at a meeting called for the purpose of voting on such change, and (to the extent required by the 0000 Xxx) unless also approved at a meeting by the affirmative vote of the majority of outstanding voting securities of the Fund.

  • Waiver and Amendments Any waiver, alteration, amendment, or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto; provided, however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

  • ASSIGNMENT AND AMENDMENTS This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in section 2(a)(4) of the 1940 Act); provided that such termination shall not relieve the Adviser of any liability incurred hereunder. This Agreement may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto and in accordance with the 1940 Act, when applicable.

  • Termination Waiver and Amendment 40 7.1 TERMINATION...................................................40 7.2

  • Termination and Amendment 53 8.1. TERMINATION.............................................................................53 8.2.

  • Integration and Amendment This Agreement represents the entire and integrated agreement between the Town and the Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. Any amendments to this Agreement must be in writing and be signed by both the Town and the Contractor.

  • Modification and Amendment This Agreement may not be changed, modified, discharged or amended, except by an instrument signed by all of the parties hereto.

  • Entirety and Amendments This Agreement embodies the entire agreement between the parties and supersedes all prior agreements and understandings relating to the Property. This Agreement may be amended or supplemented only by an instrument in writing executed by the party against whom enforcement is sought.

  • First Amendment The Administrative Agent shall have received multiple counterparts as requested of the this First Amendment from each Lender.

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