Transfers and Changes of Control Sample Clauses

The "Transfers and Changes of Control" clause governs how rights and obligations under an agreement may be assigned or transferred, particularly in the event of a change in ownership or control of one of the parties. Typically, this clause restricts a party from transferring its interests or from undergoing a merger, acquisition, or similar transaction without the other party’s prior written consent. For example, if a company is acquired by another entity, this clause may require notification or approval before the contract continues under the new ownership. Its core function is to protect parties from being forced into a contractual relationship with an unintended or unknown third party, thereby maintaining control and stability in the business relationship.
Transfers and Changes of Control. 26.1 Neither the Contractor nor any entity participating in the Contractor may sell, assign, mortgage, pledge or otherwise encumber (for the purposes of this Article 26, any of the foregoing is called a “transfer”) any of its rights and obligations arising under this Contract or any of its property in or outside Liberia used in carrying out Petroleum Operations other than in accordance with the provisions of this Article 26. Any transfer not consented to in advance by the Authority and permitted by this Article 26 to occur without such consent constitutes a material default under Article 30 of this Contract and will not be recognized by the Authority. This Article 26 does not apply to the creation or subsequent transfer of a participation in the Contractor pursuant to Article 17 of this Contract, does not apply to dispositions in the ordinary course of business of property used primarily in carrying out Petroleum Operations, and is independent of any transfer or similar restrictions contained in the JOA. 26.2 For purposes of this Article 26, a direct or indirect change in Control of an entity participating in the Contractor through a single transaction or series of related transactions requires the prior consent of the Authority unless otherwise provided in this Article 26. The consent requirement in the preceding sentence does not apply to a change in Control of an entity participating in the Contractor occurring through a tender offer for securities of a parent company of such entity listed on a major stock exchange (as defined from time to time in regulations of the Authority) that is actively opposed by the board of directors or similar management authority of such parent company. A violation of this Article 26.2 will be deemed cured for all purposes by the acquisition in compliance with clause (b), (c) and (e) of Article 26.3 by one or more of the other entities participating in the Contractor of the entire participating interest in the Contractor held by the entity as to which such breach occurred. 26.3 The Authority will consent to a proposed transfer by an entity participating in the Contractor of all or part of its undivided participating interest in the Contractor under this Contract to any third party if such participation interest did not arise under Article 17 of this Contract and such third party is a company organized under the laws of Liberia that: (a) has in the reasonable judgment of the Authority the technical and financial ability comme...
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Transfers and Changes of Control. Relating to the PSA Entities (a) Other than pursuant to an Internal Reorganization completed in accordance with Section 7.3(b) or a Minority Transaction pursuant to Section 8.1(e), (x) Sibanye and the other PSA Entities shall not Transfer any voting or Equity Interests in or otherwise permit a Change of Control of a Project Owners or a Holdco (other than a Change of Control of Sibanye at any time it is a Public Company), and (y), a Holdco shall not Transfer any voting or Equity Interests in or otherwise permit a Change of Control of a Project Owner (other than a Change of Control of Sibanye at any time it is a Public Company), unless: (i) the Purchaser has received at least 30 days’ prior written notice of such Transfer; (ii) the Transferee is, or is a wholly-owned Subsidiary of, an Approved Purchaser; (iii) the same Approved Purchaser acquires, directly or indirectly, the entire direct and indirect interest of Sibanye in the Projects, and such Approved Purchaser, or a wholly-owned Subsidiary of such Approved Purchaser, either acquires all of the outstanding voting and Equity Interests of the Seller or establishes a special-purpose vehicle that becomes the Seller hereunder and agrees to be bound by this Agreement as the Seller hereunder; (iv) the Transfer involves all of the voting and Equity Interests in, and Indebtedness of, each Project Owner or Holdco being Transferred, in each case held by the Transferor, to a single Transferee, such that the Transferee in respect of the relevant Project Owner or Holdco holds all of the voting and Equity Interests in, and Indebtedness of, such Project Owner or Holdco, as the case may be, that were held by the Transferor (for great certainty, not including any voting and Equity Interests or Indebtedness held by BEE Partners); (v) in the case of a Transfer by a Holdco of all of the voting and Equity Interests of a Project Owner owned by it, the Transferee of the relevant voting and Equity Interest in the Project Owner satisfies the requirements the same as or equivalent to those in Section 7.11(b); (vi) in the case of a Transfer of all of the voting and Equity Interests of a Holdco, the Holdco continues to satisfy the requirements in Section 7.11(b); (vii) the Transferee shall have delivered to the Purchaser on the date of the Transfer, the deliverables contemplated by Sections 4.1(a), 4.1(b) and 4.1(c), to the extent applicable to the Transferor at the time of the Transfer, in each case as if such provisions applied to...
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Transfers and Changes of Control 
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Related to Transfers and Changes of Control

  • All Other Transfers and Exchanges of Beneficial Interests in Global Notes In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note of the same series in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period therefor and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B). Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

  • All Other Transfers and Exchanges of Beneficial Interests in Global Securities In connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant to Section 2.2(g).

  • Transfers and Exchanges of Physical Notes (i) Subject to this Section 2.10, a Holder of a Physical Note may (x) transfer such Physical Note (or any portion thereof in an Authorized Denomination) to one or more other Person(s); (y) exchange such Physical Note (or any portion thereof in an Authorized Denomination) for one or more other Physical Notes in Authorized Denominations having an aggregate principal amount equal to the aggregate principal amount of the Physical Note (or portion thereof) to be so exchanged; and (z) if then permitted by the Depositary Procedures, transfer such Physical Note (or any portion thereof in an Authorized Denomination) in exchange for a beneficial interest in one or more Global Notes; provided, however, that, to effect any such transfer or exchange, such Holder must: (1) surrender such Physical Note to be transferred or exchanged to the office of the Registrar, together with any endorsements or transfer instruments reasonably required by the Company, the Trustee or the Registrar; and (2) deliver such certificates, documentation or evidence as may be required pursuant to Section 2.10(D). (ii) Upon the satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Physical Note (such Physical Note being referred to as the “old Physical Note” for purposes of this Section 2.10(C)(ii)) of a Holder (or any portion of such old Physical Note in an Authorized Denomination): (1) such old Physical Note will be promptly cancelled pursuant to Section 2.15; (2) if such old Physical Note is to be transferred or exchanged only in part, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such old Physical Note not to be transferred or exchanged; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 2.09; (3) in the case of a transfer: (a) to the Depositary or a nominee thereof that will hold its interest in such old Physical Note (or such portion thereof) to be so transferred in the form of one or more Global Notes, the Trustee will reflect an increase of the principal amount of one or more existing Global Notes by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note(s), which increase(s) are in Authorized Denominations and aggregate to the principal amount to be so transferred, and which Global Note(s) bear each legend, if any, required by Section 2.09; provided, however, that if such transfer cannot be so effected by notation on one or more existing Global Notes (whether because no Global Notes bearing each legend, if any, required by Section 2.09 then exist, because any such increase will result in any Global Note having an aggregate principal amount exceeding the maximum aggregate principal amount permitted by the Depositary or otherwise), then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Global Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so transferred; and (y) bear each legend, if any, required by Section 2.09; and (b) to a transferee that will hold its interest in such old Physical Note (or such portion thereof) to be so transferred in the form of one or more Physical Notes, the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so transferred; (y) are registered in the name of such transferee; and (z) bear each legend, if any, required by Section 2.09; and (4) in the case of an exchange, the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so exchanged; (y) are registered in the name of the Person to whom such old Physical Note was registered; and (z) bear each legend, if any, required by Section 2.09.

  • Changes of Commitments (a) The Aggregate Commitments shall at all times be equal to the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to time. (b) The Company shall have the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts at any time or from time to time upon not less than three (3) Business Days' prior notice to the Agent (which shall promptly notify the Banks) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, or any whole multiple of $5,000,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Agent. The Aggregate Maximum Credit Amounts once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.

  • Absence of Changes or Events Since the date of the respective Balance Sheets, there has not been any Material Adverse Effect or any development or change in circumstances that is reasonably likely to result in a Material Adverse Effect. Except as set forth in Schedule 2.9 or as otherwise contemplated or permitted by this Agreement, since the date of the respective Balance Sheets, the business of each of the Companies and their respective Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted, and neither of the Companies nor any of their respective Subsidiaries has (i) declared or paid any dividend or made any other distribution to its respective shareholders whether or not upon or in respect of any shares of their respective capital stock, (ii) redeemed or otherwise acquired any shares of their respective capital stock or issued any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of their respective capital stock, (iii) adopted or materially amended any Benefit Plan (as defined in Section 2.16), except as required by law, or entered into or amended any employment, severance or consulting agreement, contract or similar arrangement, (iv) granted to any their respective directors, officers or employees any increase in compensation or benefits, except for increases for any such director, officer or employee in the ordinary course of business consistent with past practice or as may be required under existing agreements, (v) incurred or assumed any liability, obligation or indebtedness for borrowed money or guaranteed any such liability, obligation or indebtedness, (vi) permitted, allowed or suffered any of their respective assets to become subject to any mortgage, security interest, lien or other similar restriction of any nature whatsoever, (vii) cancelled any indebtedness or waived any claims or rights of substantial value, except for customer trade adjustments in the ordinary course of business that for either Company do not exceed $25,000 individually or $100,000 in the aggregate, (viii) entered into, or modified, amended, terminated, or permitted the lapse of, any real property lease or other material agreement relating to real property, or (ix) incurred any indebtedness that is senior to the Notes in terms of rights of payment.