Permitted Assignment by Buyer. Buyer shall have the right to assign this Agreement without consent of Seller (a) in connection with any merger or consolidation of the Buyer with or into another Person or any exchange of all of the common stock or other equity interests of Buyer or Buyer’s parent for cash, securities or other property or any acquisition, reorganization, or other similar corporate transaction involving all or substantially all of the common stock or other equity interests in, or assets of, Buyer, or (b) to any substitute purchaser of the Products, so long as in the case of either clause (a) or clause (b) of this Section 14.4, either (1) the proposed assignee’s credit rating is at least either BBB- from S&P or Baa3 from ▇▇▇▇▇’▇ or (2) the proposed assignee’s credit rating at the time of the proposed assignment is equal to or better than that of Buyer on the Effective Date, or (3) (i) such assignment, or in the case of clause (a) above the transaction associated with such assignment, has been required by legislative action or has been approved by the MDPU and any other appropriate Government Entity, as applicable, as part of a larger transaction of Buyer, and (ii) if such assignment is not to an Affiliate of Buyer, or in the case of clause (a) above the counterparty to the transaction is not an Affiliate of Buyer, such assignee or counterparty shall have provided Seller with Credit Support in the amount of $503,496.
Appears in 2 contracts