Energy Affiliate Clause Samples

The 'Energy Affiliate' clause defines what entities are considered affiliates in the context of energy-related transactions or agreements. Typically, this clause specifies that an energy affiliate includes any company or entity that controls, is controlled by, or is under common control with a party, particularly in the energy sector. For example, a parent company and its subsidiaries involved in electricity generation or trading would be considered energy affiliates. The core function of this clause is to clearly identify which related entities are covered by the agreement, ensuring that rights, obligations, or restrictions apply consistently to all relevant parties and reducing ambiguity about the scope of the contract.
Energy Affiliate. (a) If (i) Codexis or any of its Affiliates or subsidiaries (each, a “Codexis Entity”) proposes to form, establish or acquire, directly or indirectly, any Affiliate or subsidiary that engages in a line of business related to the use of any Energy Products, and/or any Enabling Technology in or for any energy application (the “Energy Rights”), or any Affiliate or subsidiary of Codexis proposes, at any time, to engage, directly or indirectly, in such line of business (in each case, an “Energy Affiliate”); (ii) a Codexis Entity proposes to acquire or obtain, directly or indirectly, by merger, consolidation, acquisition of equity interests or otherwise, any assets, rights or other interests of whatever kind and nature in any business or Third Party (e.g. any individual, corporation, partnership, limited liability company, joint venture or other business organization or division thereof) that engages in a line of business related to the use of any of the Energy Rights (or at any time in the future proposes to engage in such line of business); or (iii) a Codexis Entity proposes to acquire or obtain, directly or indirectly, by merger, consolidation, acquisition of equity interests or otherwise, or becomes entitled to, any assets, rights or other interests of whatever kind and nature in any business or Third Party, in whole or partial consideration for the sale, assignment, license, contribution, pledge or other transfer by a Codexis Entity of any assets, interests or rights relating to any of the Energy Rights, then Codexis shall give written notice to MUS at least thirty (30) days prior to the effectiveness or consummation of such event or transaction. The notice shall describe in reasonable detail the proposed event or transaction including, without limitation, the nature of such event or transaction, the consideration to be paid and the amount constituting the applicable MUS Interest (as defined in Section 5.10(b) below). (b) In consideration for the rights granted to Codexis in this Amendment No. 3, Codexis shall take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper and advisable under applicable laws, so as to assign, transfer and deliver the MUS Interest to MUS immediately upon the effectiveness or consummation of any event or transaction described in Section 5.10(a) above or cause the MUS Interest to be so assigned, transferred and delivered, without cost to MUS. For purposes of this Section 5.10, the term “MUS I...
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Related to Energy Affiliate

  • Affiliated Entities As used in this Agreement, "Company" shall include the Company and each corporation, limited liability company, partnership, or other entity that is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests), provided, however, that the Executive's title need not be identical for each of the affiliated entities nor the same as that for the Company.

  • Entities that Boycott Energy Companies In accordance with Senate Bill 13, Acts 2021, 87th Leg., R.S., pursuant to Section 2274.002 (eff. Sept. 1, 2023, Section 2276.002, pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) of the Texas Government Code (relating to prohibition on contracts with companies boycotting certain energy companies), Contractor represents and warrants that: (1) it does not, and will not for the duration of the Contract, boycott energy companies or (2) the verification required by Section 2274.002 (eff. Sept. 1, 2023, Section 2276.002, pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) of the Texas Government Code does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Contractor shall promptly notify System Agency.

  • Energy Cooperation shall focus on: (a) renewable energy; (b) promoting the saving of energy; (c) applied research relating to networks of databases linking the two Parties' economic and social operators; (d) backing efforts to modernise and develop energy networks and the interconnection of such networks with Community networks.

  • Affiliated Company Affiliated Company" of any Person means any entity that controls, is controlled by, or is under common control with such Person. As used herein, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

  • Related Entities If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent of Landlord shall not be required with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) has a Net Worth at least equal to the Net Worth of Tenant as of the Effective Date, and (iii) proof satisfactory to Landlord of such Net Worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction (or promptly thereafter if prior notice is prohibited by any applicable Requirements). Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of this Section 13.6.