TRANSFER, ASSIGNMENT OR CHANGE IN CONTROL Sample Clauses

TRANSFER, ASSIGNMENT OR CHANGE IN CONTROL. (a) Neither Comcast nor its parent nor any Affiliated Entity shall transfer, assign or otherwise encumber, through its own action or by operation of law, its right, title or interest in the Cable System or in this Agreement without the prior written consent of the Municipality provided that such consent shall not be unreasonably withheld. (b) Neither Comcast nor its parent nor any Affiliated Entity shall change, transfer or assign, through its own action or by operation of law, its control of the Cable System or of this Agreement without the prior written consent of the Municipality. (c) Neither Comcast nor its parent nor any Affiliated Entity shall sell, convey, transfer, exchange or release more than twenty-five (25%) of its equitable ownership in the Cable System without the prior written consent of the Municipality. (d) No such consent shall be required for (i.) a transfer in trust, by mortgage, hypothecation, or by assignment to a financial institution of any rights, title or interest of Comcast in the Franchise or in the Cable System in order to secure indebtedness; or (ii.) a transfer to an entity owned and/or controlled by Comcast. (e) Comcast shall make written application to the Municipality of any transfer, change in control or assignment as described above and shall provide all information required by FCC Form 394 and any other applicable federal, state, and local statutes and regulations regarding transfer or assignment. The Municipality shall have thirty (30) days from the receipt of FCC Form 394 to notify Comcast of any additional information it needs to make an informed decision on the transfer or assignment. The Municipality shall have one hundred twenty (120) days from the receipt of all required information to take action on the transfer or assignment. (f) Any consent by the Municipality for any transfer or assignment described above shall not be effective until the proposed transferee or assignee shall have executed a legally binding agreement stating that it shall be bound by all the terms and conditions contained in this Agreement.
Sample 1See All (10)
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TRANSFER, ASSIGNMENT OR CHANGE IN CONTROL. (a) Neither Comcast nor its parent nor any Affiliated Entity shall transfer, assign or otherwise encumber, through its own action or by operation of law, its right, title or interest in the Cable System or in this Agreement without the prior written consent of the Township. (b) Neither Comcast nor its parent nor any Affiliated Entity shall change, transfer or assign, through its own action or by operation of law, its control of the Cable System or of this Agreement without the prior written consent of the Township. (c) Neither Comcast nor its parent nor any Affiliated Entity shall sell, convey, transfer, exchange or release more than twenty-five (25%) of its equitable ownership in the Cable System without the prior written consent of the Township. (d) No such consent shall be required for (i) a transfer in trust, by mortgage, hypothecation, or by assignment to a financial institution of any rights, title or interest of Comcast in the Franchise or in the Cable System in order to secure indebtedness; or (ii) a transfer to an entity owned and/or controlled by Comcast. (e) Comcast shall make written application to the Township of any transfer, change in control or assignment as described above and shall provide all information required by FCC Form 394 and any other applicable federal, state, and local statutes and regulations regarding transfer or assignment. The Township shall have thirty (30) days from the receipt of FCC Form 394 to notify Comcast of any additional information it needs to make an informed decision on the transfer or assignment. The Township shall have one hundred twenty (120) days from the receipt of all required information to take action on the transfer or assignment. (f) Any consent by the Township for any transfer or assignment described above shall not be effective until the proposed transferee or assignee shall have executed a legally binding agreement stating that it shall be bound by all the terms and conditions contained in this Agreement.
Sample 1Sample 2See All (5)
TRANSFER, ASSIGNMENT OR CHANGE IN CONTROL. (a) Neither Comcast nor its parent nor any Affiliated Entity shall transfer, assign or otherwise encumber, through its own action or by operation of law, its right, title or interest in the Cable System or in this Agreement without the prior written consent of the Township, provided that such consent shall not be unreasonably withheld. (b) Neither Comcast nor its parent nor any Affiliated Entity shall change, transfer or assign, through its own action or by operation of law, its control of the Cable System or of this Agreement without the prior written consent of the Township, provided that such consent shall not be unreasonably withheld.
Sample 1Sample 2Sample 3See All (4)
TRANSFER, ASSIGNMENT OR CHANGE IN CONTROL. No transfer of control of Shenandoah Cable Television, LLC, defined as an acquisition of 51% or greater direct ownership interest in Shenandoah Cable Television, LLC, shall take place without prior written notice to the Township. No notice shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of Shenandoah Cable Television, LLC in the Franchise or in the Cable System in order to secure indebtedness, or (ii) a transfer to an entity directly or indirectly owned or controlled by Grantee.
Sample 1
TRANSFER, ASSIGNMENT OR CHANGE IN CONTROL. No transfer of control of Comcast of Colorado/Pennsylvania/West Virginia, LLC, defined as an acquisition of 51% or greater direct ownership interest in Comcast of Colorado/Pennsylvania/West Virginia, LLC, shall take place without prior written notice to the Borough. No notice shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of Comcast of Colorado/Pennsylvania/West Virginia, LLC in the Franchise or in the Cable System in order to secure indebtedness, or (ii) a transfer to an entity directly or indirectly owned or controlled by Comcast Corporation.
Sample 1
TRANSFER, ASSIGNMENT OR CHANGE IN CONTROL. (a) Neither Armstrong nor its parent nor any Affiliated Entity shall transfer or assign through its own action or by operation of law, its right, title or interest in this Agreement without the prior written consent of the Township, provided that such consent shall not be unreasonably withheld. (b) No such consent shall be required for (i) a transfer in trust, by mortgage, hypothecation, or by assignment to a financial institution of any rights, title or interest of Armstrong in the Franchise or in the Cable System in order to secure indebtedness; or (ii) a transfer to an entity owned and/or controlled by Armstrong. (c) Armstrong shall make written application to the Township of any transfer, change in control or assignment as described above and shall provide all information required by FCC Form 394 and any other applicable federal, state, and local statutes and regulations regarding transfer or assignment. The Township shall have thirty (30) days from the receipt of FCC Form 394 to notify Armstrong of any additional information it needs to make an informed decision on the transfer or assignment. The Township shall have one hundred twenty (120) days from the receipt of all required information to take action on the transfer or assignment.
Sample 1
TRANSFER, ASSIGNMENT OR CHANGE IN CONTROL. (a) Neither Franchisee nor its parent nor any Affiliated Entity shall transfer, assign or otherwise encumber, through its own action or by operation of law, its right, title or interest in the Cable System or in this Agreement without the prior written consent of the Township, except for financial actions that do not result in a change of control or ownership. (b) Neither Franchisee nor its parent nor any Affiliated Entity shall change, transfer or assign, through its own action or by operation of law, its control of the Cable System or of this Agreement without the prior written consent of the Township. (c) Neither Franchisee nor its parent nor any Affiliated Entity shall sell, convey, transfer, exchange or release more than twenty percent (20%) of its equitable ownership in the Cable System without the prior written consent of the Township. (d) Franchisee shall make written application to the Township of any transfer, change in control or assignment as described above and shall provide all information required by FCC Form 394 and any other applicable federal, state, and local statutes and regulations regarding transfer or assignment. The Township shall have one hundred twenty (120) days from the receipt of all required information to take action on the transfer or assignment. (e) Any consent by the Township for any transfer or assignment described above shall not be effective until the proposed transferee or assignee shall have executed a legally binding document stating that it shall be bound by all the terms and conditions contained in this Agreement.
Sample 1
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Related to TRANSFER, ASSIGNMENT OR CHANGE IN CONTROL

  • Assignment; Change in Control 19.1 Neither Party may assign, delegate, or otherwise transfer this Agreement, or any rights, remedies, or obligations under this Agreement, (including by forward or reverse merger, consolidation, dissolution, or operation of law, and whether voluntarily or by a governmental authority’s action or order) without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that either Party may assign, delegate, or otherwise transfer this Agreement or any rights, remedies, or obligations under this Agreement without the other Party’s consent to: (i) an Affiliate; or (ii) an acquirer of all or substantially all of the equity interests, assets, or business to which this Agreement relates of the assigning Party (including by a merger, consolidation, or operation of law). Any purported assignment, delegation or other transfer in violation of this Clause 19.1 is void. You acknowledge that your assignment, delegation, or other transfer of this Agreement will not relieve you of your obligations under this Agreement. This Agreement binds and inures to the benefit of the Parties and their respective permitted assignees and successors. 19.2 You shall notify bookinglab in writing, where practicable in advance of, but in any event as soon as reasonably possible after the occurrence of, any actual or proposed change in control of you. Where such change of control results or would result in a direct competitor of JRNI or bookinglab directly or indirectly owning or controlling 50% or more of you, bookinglab shall be entitled to terminate this Agreement for cause immediately upon written notice to you.

  • EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. The term "Warrant" as used herein includes any Warrants into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft or destruction of this warrant and of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time be enforceable by anyone. This Warrant shall not be transferable upon the transfer books of the Company with respect to record ownership of this Warrant or the Warrant Shares until and unless any such proposed transferee executes and delivers to the Company, in writing, representations and warranties of the Holder under this Warrant comparable to those set forth in paragraph (I) below and delivers to the Company an opinion of counsel, satisfactory to the Company in its sole discretion, both as to the issuer of the opinion and the substance of such opinion, that such transfer does not require registration under the Securities Act and that such transfer is exempt from any such registration under the Securities Act or any applicable state securities laws.

  • Assignment; Change of Control 10.3.1 Except as provided in this Section 10.3, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party, such consent not be unreasonably withheld. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;

  • Assignment and Change of Control a. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise assign this Contract, assign any of its rights or interest in this Contract, delegate any of its obligations under this Contract, or subcontract for all or substantially all of its performance of this Contract (each, an “Assignment”), without Buyer’s prior written consent after advance written notice by Seller. No purported Assignment, with or without Buyer’s consent, shall relieve Seller of any of its obligations under this Contract or prejudice any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or after the date of any purported Assignment; provided however, that Seller may assign its right to monies due or to become due under this Contract, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this Contract. b. For purposes of this Contract, the term “Change in Control” shall mean any of the following, whether in a single transaction or a series of related transactions and whether or not Seller is a party thereto:

  • Change of Control; Assignment and Subcontracting Except as set forth in this Section 7.5, neither party may assign any of its rights and obligations under this Agreement without the prior written approval of the other party, which approval will not be unreasonably withheld. For purposes of this Section 7.5, a direct or indirect change of control of Registry Operator or any subcontracting arrangement that relates to any Critical Function (as identified in Section 6 of Specification 10) for the TLD (a “Material Subcontracting Arrangement”) shall be deemed an assignment. (a) Registry Operator must provide no less than thirty (30) calendar days advance notice to ICANN of any assignment or Material Subcontracting Arrangement, and any agreement to assign or subcontract any portion of the operations of the TLD (whether or not a Material Subcontracting Arrangement) must mandate compliance with all covenants, obligations and agreements by Registry Operator hereunder, and Registry Operator shall continue to be bound by such covenants, obligations and agreements. Registry Operator must also provide no less than thirty (30) calendar days advance notice to ICANN prior to the consummation of any transaction anticipated to result in a direct or indirect change of control of Registry Operator. (b) Within thirty (30) calendar days of either such notification pursuant to Section 7.5(a), ICANN may request additional information from Registry Operator establishing (i) compliance with this Agreement and (ii) that the party acquiring such control or entering into such assignment or Material Subcontracting Arrangement (in any case, the “Contracting Party”) and the ultimate parent entity of the Contracting Party meets the ICANN-­‐adopted specification or policy on registry operator criteria then in effect (including with respect to financial resources and operational and technical capabilities), in which case Registry Operator must supply the requested information within fifteen (15) calendar days. (c) Registry Operator agrees that ICANN’s consent to any assignment, change of control or Material Subcontracting Arrangement will also be subject to background checks on any proposed Contracting Party (and such Contracting Party’s Affiliates). (d) If ICANN fails to expressly provide or withhold its consent to any assignment, direct or indirect change of control of Registry Operator or any Material Subcontracting Arrangement within thirty (30) calendar days of ICANN’s receipt of notice of such transaction (or, if ICANN has requested additional information from Registry Operator as set forth above, thirty (30) calendar days of the receipt of all requested written information regarding such transaction) from Registry Operator, ICANN shall be deemed to have consented to such transaction. (e) In connection with any such assignment, change of control or Material Subcontracting Arrangement, Registry Operator shall comply with the Registry Transition Process. (f) Notwithstanding the foregoing, (i) any consummated change of control shall not be voidable by ICANN; provided, however, that, if ICANN reasonably determines to withhold its consent to such transaction, ICANN may terminate this Agreement pursuant to Section 4.3(g), (ii) ICANN may assign this Agreement without the consent of Registry Operator upon approval of the ICANN Board of Directors in conjunction with a reorganization, reconstitution or re-­‐incorporation of ICANN upon such assignee’s express assumption of the terms and conditions of this Agreement, (iii) Registry Operator may assign this Agreement without the consent of ICANN directly to a wholly-­‐owned subsidiary of Registry Operator, or, if Registry Operator is a wholly-­‐owned subsidiary, to its direct parent or to another wholly-­‐owned subsidiary of its direct parent, upon such subsidiary’s or parent’s, as applicable, express assumption of the terms and conditions of this Agreement, and (iv) ICANN shall be deemed to have consented to any assignment, Material Subcontracting Arrangement or change of control transaction in which the Contracting Party is an existing operator of a generic top-­‐level domain pursuant to a registry agreement between such Contracting Party and ICANN (provided that such Contracting Party is then in compliance with the terms and conditions of such registry agreement in all material respects), unless ICANN provides to Registry Operator a written objection to such transaction within ten (10) calendar days of ICANN’s receipt of notice of such transaction pursuant to this Section 7.5. Notwithstanding Section 7.5(a), in the event an assignment is made pursuant to clauses (ii) or (iii) of this Section 7.5(f), the assigning party will provide the other party with prompt notice following any such assignment.

  • Termination of Assignment Citizens and the Firm may each terminate a specific assignment or all assignments held by the Firm, at any time upon advanced written notice. Citizens may also reassign any matter at any time upon advanced written notice.

  • SUBLETTING, ASSIGNMENT OR TRANSFER The Provider shall not sublet, sell, transfer, assign or otherwise dispose of this Contract or any portion thereof, or of its right, title or interest therein, without written request to and written consent of the Contract Administrator. No subcontracts or transfer of Contract shall in any case release the Provider of its liability under this Contract.

  • Transfer/Assignment (A) Subject to compliance with clause (B) of this Section 7, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 7 shall be paid by the Company. (B) The transfer of the Warrant and the Shares issued upon exercise of the Warrant are subject to the restrictions set forth in Section 4.4 of the Purchase Agreement. If and for so long as required by the Purchase Agreement, this Warrant shall contain the legends as set forth in Section 4.2(a) of the Purchase Agreement.

  • Assignment or transfer fee The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of USD 2,500.

  • Effect of a Change in Control In the event of a Change in Control, Sections 6 through 13 of this Agreement shall become applicable to Executive. These Sections shall continue to remain applicable until the third anniversary of the date upon which the Change in Control occurs. On such third anniversary date, and provided that the employment of Executive has not been terminated on account of a Qualifying Termination (as defined in Section 5 below), this Agreement shall terminate and be of no further force or effect.

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