Assignment; Change in Control Clause Samples
The "Assignment; Change in Control" clause governs whether and how a party to an agreement may transfer its rights or obligations under the contract to another entity, and addresses what happens if there is a significant change in ownership or control of a party. Typically, this clause restricts assignment without the other party's consent and may treat mergers, acquisitions, or sales of a controlling interest as assignments requiring approval. Its core function is to ensure that parties maintain control over who they are contracting with, preventing unwanted or unknown third parties from stepping into the agreement without consent.
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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.
Assignment; Change in Control. This Agreement may not be assigned by either party without the prior written approval of the other party, (such approval not to be unreasonably withheld) except in connection with (i) a merger, consolidation, or similar transaction involving (directly or indirectly) a party, (ii) a sale or other disposition of all substantially all of the assets of a party, or (iii) any other form of combination or reorganization involving (directly or indirectly) such party. Any purported assignment in violation of this section shall be void.
Assignment; Change in Control. This Agreement may not be assigned by you without the prior written approval of ▇▇▇▇▇▇▇▇▇▇.▇▇▇ but may be assigned without your consent by ▇▇▇▇▇▇▇▇▇▇.▇▇▇ to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of ▇▇▇▇▇▇▇▇▇▇.▇▇▇ directly or indirectly owning or controlling 50% or more of you shall entitle ▇▇▇▇▇▇▇▇▇▇.▇▇▇ to terminate this Agreement for cause immediately upon written notice.
Assignment; Change in Control. 10.1 The rights and obligations of the Corporation under this Agreement shall inure to the benefit of and be binding upon the successors and assignees of the Corporation, including in the event of a Change in Control. Change in Control shall mean any transaction or series of related transactions, whether involving the Corporation, the Holders of any class or series of its Stock (whether now or hereafter authorized), or both, resulting in any Person or group of Persons acting in concert who were not theretofore the Holder or Holders of Voting Securities enabling the Holder or Holders thereof to cast more than a majority of the votes which may be cast for the election of directors becoming the Holder or Holders of at least such amount of Voting Securities (for such purpose, treating instruments or Securities issued in such transaction which are convertible into or exchangeable or exercisable for Voting Securities as being so converted, exchanged or exercised upon issuance, regardless of the terms thereof).
Assignment; Change in Control. This Agreement may not be assigned by you without the prior written approval of eMaint but may be assigned without your consent by eMaint to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of eMaint directly or indirectly owning or controlling 50% or more of you shall entitle eMaint to terminate this Agreement for cause immediately upon written notice.
Assignment; Change in Control. Seller shall not assign, sell, transfer or dispose of (in whole or in part) any of its rights or obligations under the performance of this Agreement without prior written consent of Cadence. Proceeds due or to become due under this Agreement may be assigned by Seller only with the written consent of Cadence and provided that payment to an assignee of any claim related to this Agreement shall be subject to all applicable defenses, reductions and setoffs. A “Change in Control” is defined as a change in ownership or control of twenty-five (25%) percent of the ownership of the Seller. A Change of control in Seller shall be considered an assignment subject to the provisions of this Article. Seller shall notify Cadence immediately of any change in the nature of its ownership or business or any other circumstances which may affect its performance under the Agreement. Cadence reserves the right to terminate the Agreement for default in the event such change may result in a conflict of interest or otherwise prejudice performance under this Agreement.
Assignment; Change in Control. 12.1 Ability of BMI to Assign Agreement. The Agreement shall be assignable by BMI with the prior written consent of BII, which consent shall not be unreasonably withheld.
Assignment; Change in Control. This Agreement may not be assigned by you without the prior written approval of TalentCare but may be assigned without your consent by TalentCare to any party acquiring all or any part of TalentCare’s assets. Any actual or proposed change in control of you that results or would result in a Competitor of TalentCare directly or indirectly owning or controlling 50% or more of you shall entitle TalentCare to terminate this Agreement for cause immediately upon written notice.
Assignment; Change in Control. 6.1 This Agreement shall be unassignable by either party and can be changed only by a writing signed by the parties hereto, provided, however, that Owner shall have the right to assign this Agreement in the event a bona fide sale by Owner of the Premises and such assignment shall not constitute a breach of this paragraph 6.1, however, in the event of such an assignment, the term of this Agreement shall expire ninety (90) days after the sale, unless Property Manager consents to the assignment in writing, in which event the expiration date of the term of this Agreement shall remain as provided in Article V. No services to be performed by Property Manager under this Agreement shall be delegated by Property Manager to any other person or firm without the prior written consent of Owner, provided that Property Manager may engage independent subcontractors, at no additional cost to Owner (except as provided in Section 2.1 hereof) and at Property Manager's sole risk, without such consent, to provide incidental services usually performed by independent contractors under good property management practices customary in the locale of the Premises. Subject to Owner's direction, Property Manager will cooperate with lawyers or consultants, pursuant to contracts in the name of the Owner, to perform real estate tax appeals, property audits and its other standard services required in connection with the operating of the Premises.
6.2 Notwithstanding the foregoing, Property Manager may, upon thirty (30) days prior written notice to Owner, assign this Agreement to an affiliate provided that the affiliate is the successor to all or substantially all of Property Manager's management and leasing business; provided, however, that Owner shall retain its right to cancel this Agreement upon thirty (30) days' written notice, in accordance with the terms of Article V.
Assignment; Change in Control. Customer may not assign any of its rights or obligations hereunder without VelocityEHS’s prior written consent, which shall not be unreasonably withheld; provided, however, either party may assign this Agreement in its entirety (together with all then-existing Customer Order Forms), without the other party’s consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. If Customer is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of a direct competitor of VelocityEHS, then VelocityEHS may terminate this Agreement immediately upon written notice without any further liability. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.