Transfer to an Affiliate. 8.2.1 A Party shall, in addition to Section 9.2.2 have the right to transfer, at the same time, all (and not less than all) of its Shares to a wholly owned (direct or indirect) Affiliate of Autoliv Inc or, as the case may be, Volvo Car AB, which acquires the Shares and assumes all rights and liabilities of the transferring Party under this Agreement and to the extent applicable and requested by the transferring Party, the relevant Master Commercialization License Agreement (both Parties undertake to procure that the JV Company in case needed shall consent to such Master Commercialization License Agreement being transferred) by becoming a party to this Agreement and taking the transferring Party’s place and provided that the Affiliate remains a wholly owned (direct or indirect) Affiliate of Autoliv Inc or, as the case may be, Volvo Car AB (applying the same restrictions as set out in Clause 8.1.2) during the term of this Agreement and any sub-sequent terms. The transferring Party shall guarantee as a primary obligor the obligations and liabilities of the wholly owned (direct or indirect) Affiliate of Autoliv Inc or, as the case may be, Volvo Car AB under this Agreement. It is, however, specifically agreed between the Parties that in case a transfer of the wholly owned (direct or indirect) Affiliate of Autoliv Inc or, as the case may be, Volvo Car AB is made in compliance with Clause 9.2.2 (i) the aforementioned guarantee shall terminate and (ii) the requirement to remain a wholly owned Affiliate (direct or indirect) of Autoliv Inc or, as the case may be, Volvo Car AB shall no longer apply.
8.2.2 Notwithstanding Clause 8.1.3, each Party undertakes to waive its pre-emptive or any other right that it may have under the Articles of Association if the other Party makes a transfer to a wholly owned (direct or indirect) Affiliate of Autoliv Inc or, as the case may be, Volvo Car AB in accordance with Clause 8.2.1.
Transfer to an Affiliate. Notwithstanding the restriction on Transfer of Shares set forth in Clauses 6, 7, 8, 9, 10 and 18, anytime during the term of this Agreement, any Shareholder may Transfer Shares held by it to its respective Affiliates, (“Permitted Transferee”) provided such Permitted Transferee executes the deed of adherence in the format prescribed in Schedule 4 hereto (the “Affiliate Deed of Adherence”).
Transfer to an Affiliate. Notwithstanding the provisions of this Article 17, or Article 18 below, Landlord's consent shall not be required for, and the term "Transfer" shall not include, any sale or other transfer, including by consolidation, merger or reorganization, of stock of Tenant, if Tenant is a corporation, or, if Tenant is a partnership or limited liability company, any sale or other transfer of any partnership or membership interest in Tenant, or for any transfer to an entity that controls, is controlled by, or is under common control with Tenant, or that purchases all or substantially all of Tenant's assets, provided that no such Transfer or merger, acquisition, or other transfer of any controlling interest in Tenant shall relieve Tenant of any of its obligations under the Lease.
Transfer to an Affiliate. A Member transferring Units to a successor parent Affiliate will give written notice of such Transfer to the Company and the other Members as promptly as practicable before such Transfer, identifying the successor parent Affiliate and describing in reasonable detail the circumstances underlying the Transfer. The successor parent will assume all rights and responsibilities of Member.
Transfer to an Affiliate. Subject to Section 3.3, Enbridge shall be entitled to sell or transfer all or any portion of the Enbridge Securities beneficially owned by Enbridge to an Affiliate (a “Permitted Transferee”) without triggering the rights in Sections 2.1 or 3.1; provided that the Permitted Transferee has entered into an agreement prior to such transaction to be bound by this Agreement and to become a party hereto in place of Enbridge.
Transfer to an Affiliate. Notwithstanding anything to the contrary contained herein, the provisions of this Section 23.5 shall not apply to any transaction that is permitted under Section 23.1 without Lessor’s consent.
Transfer to an Affiliate. Notwithstanding any provision in this Lease to the contrary, Tenant shall have the right to assign this Lease or sublet all or a portion of the Premises without Landlord's consent to any corporation or business entity which controls, is controlled by or is under common control with Tenant, or to a corporation or other business entity resulting from a merger or consolidation with Tenant, or to any person or entity which controls, is controlled by or is under common control with Tenant, or to a corporation or other business entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires substantially all of the assets of Tenant's businesses as a going concern ("Affiliate"), provided that in the case of an assignment, the assignee assumes in full the obligations of Tenant under this Lease and that the use of the Premises remains unchanged. Tenant shall also have the right to provide space in the Premises from time to time (i) to business entities or other organizations for purpose of conducting education programs and/or meetings, and (ii) to concessionaires or independent contractors who provide services directly related to Tenant's use (such as bookstore and food/beverage service operations) and serving Tenant's staff, guests and students, and such use of the Premises shall not constitute an assignment, sublease or other transfer by Tenant hereunder. Landlord's consent to any transfer under this provision shall not be unreasonably withheld, delayed or conditioned.
Transfer to an Affiliate. In addition to any rights it may have under Section 2.18 or under any other provision of this Agreement or any other Security Document, each of the Collateral Agent and the Securities Intermediary may assign or transfer its rights under this Agreement and the other Security Documents to any Affiliate that meets the requirements of Section 2.11(b) subject to the prior written consent of the Borrower (so long as no Event of Default has occurred and is continuing) and the Intercreditor Agent.
Transfer to an Affiliate. Notwithstanding anything herein to the contrary, the Right of First Offer shall not apply to the Transfer of all or any portion of the Properties, or any or all of the Offeror’s direct or indirect interests in the Properties (the “Interests”), to an Affiliate of the Offeror; provided, however, that no such Transfer shall be permitted unless such Affiliate first executes a joinder to this Agreement, in form and substance reasonably satisfactory to the Operating Partnership, after which such Affiliate shall be deemed to be an “Offeror” hereunder.
Transfer to an Affiliate. At any time when Tenant is not a publicly-traded company, the sale, assignment, transfer or disposition, whether or not for value, by operation of law, gift, will, or intestacy, of (a) fifty percent (50%) or more of the issued and outstanding stock of Tenant if Tenant is a corporation, or (b) the whole or a partial interest of any general partner, joint venturer, associate or co‑tenant, if Tenant is a partnership, joint venture, association or co‑tenancy, shall be deemed a Transfer and shall be subject to the provisions of this Article. Notwithstanding the foregoing, Landlord hereby acknowledges and consents to Tenant’s right, without further approval from Landlord but only after written notice to Landlord, to sublease the Premises or assign its interest in this Lease (i) to a corporation that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Tenant; (ii) in the event of the merger or consolidation of Tenant with another corporation; provided that immediately following the events enumerated in clauses (i) to (ii) above, the tangible net worth of the new Tenant, calculated in accordance with generally accepted accounting principles, consistently applied, is reasonably acceptable to Landlord, and such new Tenant has a favorable credit standing (collectively, the “Permitted Transfers”). No Permitted Transfer shall relieve Tenant of its liability under this Lease and Tenant shall remain liable to Landlord for the payment of all Minimum Monthly Rent and Additional Rent and the performance of all covenants and conditions of this Lease applicable to Tenant.
