Certain Transfers; Termination Clause Samples

The "Certain Transfers; Termination" clause defines the conditions under which specific transfers of rights, interests, or obligations are permitted or may trigger the termination of an agreement. Typically, this clause outlines scenarios such as a party assigning its rights to a third party, undergoing a merger, or experiencing a change of control, and specifies whether such actions require consent or automatically result in termination. Its core function is to protect the parties from unwanted changes in the contractual relationship by ensuring that significant transfers or structural changes do not occur without proper oversight or recourse, thereby maintaining stability and predictability in the agreement.
Certain Transfers; Termination. Except as expressly permitted ------------------------------ hereby or by the terms of any other Operative Document or required by the terms of the Head Lease, the Owner Trust will not transfer the Vessel Interest to any Person prior to the expiration or earlier termination of the Charter pursuant to its terms, other than a successor Owner Trust appointed in accordance with the provisions of Section 11 of the Trust Agreement, or terminate the Trust Agreement or distribute all or any part of the Trust Estate to any Person.
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Certain Transfers; Termination. Except as expressly permitted hereby or by the terms of any other Operative Document, unless the Lease shall have been declared in default in accordance with Section 16.1 thereof, the Grantor Trustee will not transfer the Undivided Interest to any Person prior to the expiration or earlier termination of the Lease pursuant to its terms, other than a successor Grantor Trustee appointed in accordance with the provisions of Section 11 of the Trust Agreement, or terminate the Trust Agreement or distribute all or any part of the Trust Estate to any Person.
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Certain Transfers; Termination. Except as expressly permitted or required hereby or by the terms of any other Operative Document, subject to Section 16 of the Lease, the Lessor will not transfer the Undivided Interest or any other portion of the Trust Estate to any Person prior to the expiration or earlier termination of the Lease pursuant to its terms, terminate the Trust Agreement or distribute all or any part of the Trust Estate to any Person.
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Certain Transfers; Termination. Except as expressly permitted ------------------------------ hereby or by the terms of any other Operative Document, the Owner Trustee will not transfer any of its right, title or interest in and to any portion of the Facility to any Person without the express prior written consent of the Lessee prior to the expiration or earlier termination of the Lease pursuant to its terms, other than to a successor Owner Trustee appointed in accordance with the provisions of Section 10 of the Trust Agreement, or terminate the Trust Agreement or distribute all or any part of the Trust Estate to any Person.
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Related to Certain Transfers; Termination

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

  • Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

  • Certain Terminations The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Complete Disposal Upon Termination of Service Agreement Upon Termination of the Service Agreement Provider shall dispose or delete all Student Data obtained under the Service Agreement. Prior to disposition of the data, Provider shall notify LEA in writing of its option to transfer data to a separate account, pursuant to Article II, section 3, above. In no event shall Provider dispose of data pursuant to this provision unless and until Provider has received affirmative written confirmation from LEA that data will not be transferred to a separate account.

  • Forfeiture upon Termination of Status as a Service Provider Notwithstanding any contrary provision of this Award Agreement, the balance of the Restricted Stock Units that have not vested as of the time of Participant’s termination as a Service Provider for any or no reason and Participant’s right to acquire any Shares hereunder will immediately terminate.