Permitted Assignees Clause Samples
The Permitted Assignees clause defines which parties are allowed to receive an assignment of rights or obligations under the contract. Typically, this clause specifies certain categories of entities—such as affiliates, subsidiaries, or successors in interest—that the original party may assign its contractual position to without needing the other party’s consent. For example, if a company is acquired or restructures, it may transfer its rights and duties to the new entity as a permitted assignee. This clause ensures flexibility for parties to reorganize or transfer interests while maintaining contractual continuity and minimizing the need for renegotiation or approval.
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Permitted Assignees. Each Investor Stockholder shall have the ------------------- right to have included in any registration pursuant to Section 1 or Section 2 any shares of Common Stock owned by any Permitted Assignee as though such shares were Registrable Securities owned by such Investor Stockholder. MJD Partners, each MJD Principal and each Management Stockholder shall have the right to have included in any registration pursuant to Section 1 or Section 2 any shares of Common Stock owned by any permitted transferees of MJD Partners, such MJD Principal or such Management Stockholder, as the case may be, under the Stockholders' Agreement as those such shares were Registrable Securities owned by MJD Partners, such MJD Principal or such Management Stockholder, as the case may be.
Permitted Assignees. All references to the Investor ------------------- Stockholders in this Section 11 shall include any of their respective Permitted Assignees.
Permitted Assignees. The affected Owner(s) shall provide City with written notice of a Permitted Assignment within thirty (30) days following the effective date thereof.
Permitted Assignees. The provisions of Sections 13.1, 13.2 and 13.6 shall not apply to transactions with a business entity into or with which Tenant is merged, consolidated or converted or to which all or substantially all of Tenant’s assets are transferred (a “Permitted Assignee”) so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Amended and Restated Lease, (ii) if Tenant is merging into or with another business entity such that Tenant will no longer exist, the successor to Tenant has a tangible net worth computed in accordance with generally accepted accounting principles consistently applied (and excluding goodwill, organization costs and other intangible assets) that is at least equal to the net worth of Tenant on the Effective Date, (iii) proof satisfactory to Landlord of such net worth is delivered to Landlord at least 10 days prior to the effective date of any such transaction, (iv) any such transfer shall be subject and subordinate to all of the terms and provisions of this Amended and Restated Lease, and the transferee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such transfer, all the obligations of Tenant under this Amended and Restated Lease, (v) unless the successor to Tenant has a tangible net worth computed in accordance with generally accepted accounting principles consistently applied (and excluding goodwill, organization costs and other intangible assets) that is at least equal to the net worth of Tenant on the Effective Date, Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Amended and Restated Lease, provided that where such condition is satisfied Tenant and any guarantor shall be released from such obligations, and (vi) such transfer does not cause Landlord to be in default under any existing lease at the Real Property.
Permitted Assignees. (a) Subject to compliance with Section 6.01, a purchaser, assignee or transferee of a Member’s Membership Interest (each such Person, a “Permitted Assignee”) shall have the right to become a Substitute Member only if the following conditions (in addition to those set forth in Section 6.01) are satisfied:
(i) A duly executed and acknowledged written instrument of assignment or document of transfer satisfactory in form and substance to the Manager shall have been filed with the Company;
(ii) The Member and the Permitted Assignee shall have executed and acknowledged such other instruments and documents and taken such other action as the Manager shall reasonably deem necessary or desirable to effect such substitution;
(iii) The Member or the Permitted Assignee shall have paid to the Company such amount of money as is sufficient to cover all costs, fees and expenses (including attorney’s fees) incurred by or on behalf of the Company in connection with such substitution; and
(iv) The Manager shall have consented to such substitution. In the event of the admission of a Permitted Assignee as a Substitute Member, all references herein to the Members shall be deemed to apply to such Substitute Member and such Substitute Member shall succeed to all rights and obligations of the transferor Member hereunder, including the Capital Account balance of such transferor.
(b) The Company shall, after the effective date of any assignment pursuant to the provisions of this Section 6.02, pay all distributions on account of the Membership Interest so transferred to the Permitted Assignee. If any such distribution is made to the assignor it shall be treated as if paid to the Permitted Assignee for purposes of determining the Capital Account balance of the Permitted Assignee.
(c) Notwithstanding anything to the contrary, the Common Member may, upon written notice to the Manager, transfer any of its Membership Interests to an Affiliate of the Common Member.
(d) Any Member who assigns all of its Membership Interest in the Company shall, upon the effective date of such assignment, cease to be a Member for all purposes, except that no assignment of all or any portion of its Membership Interest in the Company shall relieve the assignor of its obligations under this Agreement, whether arising prior to or subsequent to such transfer.
Permitted Assignees. Subject to Section 2.10(b), the right to cause the Company to register Registrable Securities pursuant to this Article II may be assigned (but only with all related obligations) by a Holder only to one of the following Persons (“Permitted Transferees”):
(i) a partner, retired partner, or affiliated partner of any Holder that is a partnership;
(ii) a member of any Holder that is a limited liability company;
(iii) a subsidiary or affiliate of any Holder;
(iv) an immediate family member of an individual Holder, or a trust for the benefit of such Holder or immediate family member; or
(v) a Person who, after such assignment or transfer, holds at least 50% of the outstanding Registrable Securities, subject to appropriate adjustment for stock splits, reverse stock splits and similar transactions.
Permitted Assignees. TENANT may allow a “Permitted Assignee” herein, to utilize the Leased Premises after providing written notification to the Airport. A “Permitted Assignee” shall mean:
Permitted Assignees. Notwithstanding any contrary provision set forth in Section 6.1(b) of the Original Lease, Tenant shall have the right to assign, sublease or transfer the Lease to any entity owned or controlled by Cash America International, Inc. or any parent or affiliate of Cash America International, Inc. (each, a “Permitted Assignee”); provided, however, notwithstanding such an assignment, sublease or transfer to a Permitted Assignee, Cash America International, Inc. shall at all times remain primarily and jointly and severally liable with the Permitted Assignee for the obligations of the lessee under the Lease.
Permitted Assignees. Notwithstanding anything to the contrary contained in this Lease, Tenant may, upon ten (10) days' written notice to, but without any requirement of consent by Landlord, assign this Lease to a wholly owned subsidiary of Tenant, to an affiliate of Tenant, to an entity that is controlled by, controls or is under common control with Tenant, or any person or entity simultaneously acquiring, by asset or stock transfer, consolidation, merger, sale or reorganization, a majority of Tenant's assets, provided such assignee assumes this Lease in its entirety, and agrees to perform the obligations of Tenant under this Lease ("Permitted Assignee(s)"). Further, if Tenant is a corporation or a partnership, or a publicly traded company, as defined by applicable federal securities laws, then, in any such event, any change of ownership resulting in a change of majority control from those persons or entities not having control will not be deemed an assignment or transfer requiring Landlord's consent. For purposes herein, "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, or majority ownership of any sort, whether through ownership or voting securities, by contract or otherwise.
Permitted Assignees. This warranty shall run to Boeing, its successors, and their permitted assignees. Products required to be repaired, corrected or replaced shall be subject to this SBP Section 6.1 and GTA Section