Permitted Transfers and Assignments Clause Samples

The Permitted Transfers and Assignments clause defines the circumstances under which a party may transfer or assign its rights and obligations under the agreement to another party. Typically, this clause outlines specific conditions or types of transfers that are allowed without requiring the other party’s consent, such as transfers to affiliates, subsidiaries, or in connection with a merger or sale of the business. Its core practical function is to provide flexibility for parties to reorganize or restructure their interests while maintaining contractual stability and protecting the interests of all parties involved.
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Permitted Transfers and Assignments. Notwithstanding any provision to the contrary in this Section 6, the Holder may transfer, with or without consideration, this Warrant or any of the Warrant Shares (or a portion thereof) to the Holder’s Affiliates (as such term is defined under Rule 144 of the Securities Act) without obtaining the opinion from counsel that may be required by Section 6(c), provided, that the Holder delivers to the Company and its counsel certification, documentation, and other assurances reasonably required by the Company’s counsel to enable the Company’s counsel to render an opinion to the Company’s Transfer Agent that such transfer does not violate applicable securities laws.
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Permitted Transfers and Assignments. Notwithstanding any provision to the contrary in this Section 5, the Holder may transfer, with or without consideration, this Warrant or any of the Warrant Shares (or a portion thereof) to the Holder’s Affiliates (as such term is defined under Rule 144 of the Securities Act) without obtaining the opinion from counsel that may be required by Section 5(c)(iii), provided, that the Holder delivers to the Company and its counsel certification, documentation, and other assurances reasonably required by the Company’s counsel to enable the Company’s counsel to render an opinion to the Company’s Transfer Agent that such transfer does not violate applicable securities laws. In the event that this Warrant, or any portion of this Warrant, is transferred or assigned in accordance with the terms hereof, each new Warrant issued in connection with such transfer or assignment shall specify the number of Warrant Shares (if then determinable) or the percentage of the total Warrant Shares to which such new Warrant relates.
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Permitted Transfers and Assignments. Subject to Section 4.1 and Section 5.7, a Purchaser may transfer or assign without the prior consent of the Company any or all of the shares of 2006 Preferred Stock held by such Purchaser; provided, that the transferee or assignee of such Purchaser shall not, after giving effect to such transfer or assignment, beneficially own in excess of 9.99% of the then outstanding shares of Common Stock. For purposes of this Section 4.16, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder.
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Permitted Transfers and Assignments. (a) Notwithstanding Section 9.1, either Party may, at any time upon compliance with Section 9.2(b), Transfer all or part of its interest in any Joint Entity to an Affiliate of such Party or assign its rights and obligations under this Agreement to an Affiliate, without the prior written approval of the other Party. Notwithstanding anything to the contrary contained in this Agreement, 44 the interest of BAG and its Affiliates in any Joint Entity shall be held within an entity which is not the owner of, or a subsidiary of, any Competitor. (b) Any Transfer by a Party of an interest in any Joint Entity or assignment of the rights and obligations as permitted by Section 9.2(a) shall be effective only upon the execution and delivery by the transferor of an appropriate irrevocable and unconditional guarantee to continue to be bound by the provisions of this Agreement and the constituent documents of each Joint Entity together with instruments of assumption under which the Affiliate agrees to be bound by this Agreement and the constituent document of each Joint Entity. An assignment or Transfer shall not release the transferor of any of its obligations hereunder or under any constituent document relating to a Joint Entity. (c) Either Party may Transfer this Agreement and all of its rights and obligations hereunder to any Party acquiring all or substantially all of the business of such Party whether by merger, sale of assets or otherwise.
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Permitted Transfers and Assignments. Except to a Permitted Transferee, a Member may not transfer (whether for consideration or not) or assign its interest in the Company in whole or part without the consent of the other Members and compliance with the other provisions of Article 6. Except for Permitted Transferees, a permitted assignment shall not of itself substitute the assignee as Member or entitle the assignee to participate in the management of the Company. Such assignee shall be entitled to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction or credit or similar item to which the assigning member would otherwise be entitled. No assignment of a Company interest shall be effective with respect to the Company until written notice is given to the Company.
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Permitted Transfers and Assignments. (a) Notwithstanding Section 9.1, either Party may, at any time upon compliance with Section 9.2(b), Transfer all or part of its interest in ▇▇▇▇▇.▇▇▇ Australia to an Affiliate of such Party or assign its rights and obligations under this Agreement to an Affiliate, without the prior written approval of the other Party. Notwithstanding anything to the contrary contained in this Agreement, the interests of Seafont and its Affiliates in ▇▇▇▇▇.▇▇▇ Australia shall be held within an entity which is not an Affiliate with any Competitor. (b) Any Transfer by a Party of an interest in ▇▇▇▇▇.▇▇▇ Australia or assignment of the rights and obligations as permitted by Section 9.2(a) shall be effective only upon the execution and delivery by the transferor of an appropriate irrevocable and unconditional guarantee to continue to be bound by the provisions of this Agreement and the constituent documents of ▇▇▇▇▇.▇▇▇ Australia together with instruments of assumption under which the Affiliate agrees to be bound by this Agreement and the constituent documents of ▇▇▇▇▇.▇▇▇ Australia. An assignment or Transfer shall not release the transferor of any of its obligations hereunder or under any constituent document relating to ▇▇▇▇▇.▇▇▇ Australia. (c) Notwithstanding anything to the contrary contained in the Agreement, eNote may Transfer this Agreement and all of its rights and obligations hereunder to or all of its equity interests in ▇▇▇▇▇.▇▇▇ Australia to any Person acquiring all or substantially all of the business of eNote whether by merger, sale of assets or otherwise, provided, however, that any such Person agrees in writing to be bound by the terms and conditions of this Agreement. Upon any such transfer, eNote shall be released from any further obligation under this Agreement.
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Permitted Transfers and Assignments. Except to a Permitted Transferee, a Member may not transfer (whether for consideration or not) or assign its interest in the Company in whole or part without the consent of the other Members and compliance with the other provisions of Article 6. Except for Permitted Transferees, a permitted assignment shall not of itself substitute the assignee as Member or entitle the assignee to participate in the management of the Company. Such assignee shall be entitled to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction or credit or similar item to which the assigning member would otherwise be entitled. No assignment of a Company interest shall be effective with respect to the Company until written notice is given to the Company.
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Related to Permitted Transfers and Assignments

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Permitted Assignments Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.