Example ContractsClausesCorporate Changes
Corporate Changes
Corporate Changes contract clause examples

Corporate Changes. No Loan Party nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to Agent. No Change in Control shall occur without concurrent payment in full of all outstanding Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement). No Loan Party nor any Subsidiary shall relocate its chief executive office or its principal place of business unless it has provided prior written notice to Agent (provided that such notice shall be deemed provided for the relocation to 5281 California Avenue, Suite 100, Irvine, CA 92617). No Loan Party nor any Subsidiary shall relocate any item of Collateral (other than # clinical drug supplies utilized in the ordinary course of business, # sales of assets made in accordance with Section 7.8, # relocations of assets having an aggregate value of up to Five Hundred Thousand Dollars ($500,000) in any fiscal year, and # relocations of Collateral from a location described on [Exhibit C] to the Disclosure Letter to another location described on [Exhibit C] to the Disclosure Letter) unless # it has provided prompt written notice to Agent, # such relocation is within the England and Wales (with respect to the Urovant England), Switzerland (with respect to Urovant Switzerland) or the continental United States of America (with respect to Guarantor) and, # if such relocation is to a third party bailee, if not prohibited by applicable law, it has delivered a bailee agreement in form and substance reasonably acceptable to Agent.

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without ten (10) days’ prior written notice to Agent. Neither Borrower nor any Subsidiary shall suffer a Change in Control unless, as part of the transaction(s) resulting in such a Change in Control, the Secured Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: # it has provided prior written notice to Agent; and # such relocation shall be within the continental United States of America. Neither Borrower nor any Domestic Subsidiary or Eligible Foreign Subsidiary shall relocate any tangible item of Collateral with an aggregate value in excess of $250,000 (other than # sales of Inventory in the ordinary course of business, # relocations of mobile Equipment in the possession of its employees or agents, and # relocations of Collateral from a location described on Exhibit B to another location described on Exhibit B) unless # it has provided prompt written notice to Agent, # such relocation is within the continental United States of America and, # if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to Agent.

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to Agent. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: # it has provided prior written notice to Agent; and # such relocation shall be within the continental United States of America with respect to Borrower. Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than # sales of Inventory in the ordinary course of business, # relocations of Equipment having an aggregate value of up to $500,000 in any fiscal year, and # relocations of Collateral from a location described on [Exhibit B] to another location described on [Exhibit B]) unless # it has provided prompt written notice to Agent, # such relocation is within the continental United States of America with respect to Borrower and, # if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to Agent.

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to Agent. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: # it has provided prior written notice to Agent; and # such relocation shall be within the continental United States of America. Neither Borrower nor any Qualified Subsidiary shall relocate any item of physical Collateral (other than # sales of Inventory in the ordinary course of business, # relocations of Equipment having an aggregate value of up to $500,000 in any fiscal year, # relocations of Collateral from a location described on [Exhibit C] to another location described on [Exhibit C]) or # Collateral in transit or stored at a contract research organization, contract manufacturing organization or similar entity, unless # it has provided prompt written notice to Agent, # such relocation is within the continental United States of America and, # if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to Agent.

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to Agent. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: # it has provided prior written notice to Agent; and # such relocation shall be within the continental United States of America. Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than # drug supplies or clinical trial materials utilized in the ordinary course of business, # sales of assets made in accordance with Section 7.8, # relocations of Equipment having an aggregate value of up to ​, and # relocations of Collateral from a location described on [Exhibit B] to the Disclosure Letter to another location described on [Exhibit B] to the Disclosure Letter) unless # it has provided prompt written notice to Agent, # such relocation is within the continental United States of America and, # if such relocation is to a third party bailee, if not prohibited by applicable law, it has delivered a bailee agreement in form and substance reasonably acceptable to Agent.

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ (or such shorter period as Agent may agree) prior written notice to Agent. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: # it has provided prior written notice to Agent; and # such relocation shall be within the continental United States of America. Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than # Permitted Transfers, # sales of Inventory in the ordinary course of business, # relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and # relocations of Collateral from a location described on Exhibit B to another location described on Exhibit B) unless # it has provided prompt written notice to Agent, # such relocation is within the continental United States of America and, # if such relocation is to a third party bailee, it has used commercially reasonable efforts to deliver a bailee agreement in form and substance reasonably acceptable to Agent.

Corporate Changes. No Loan Party nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to Agent. No Loan Party nor any Subsidiary shall suffer a Change in Control. No Loan Party shall relocate its chief executive office or its principal place of business unless: # it has provided prior written notice to Agent; and # such relocation shall be within the continental United States of America or Israel. No Loan Party nor any Subsidiary shall relocate any item of Collateral (other than # relocations of drug products and related materials in the ordinary course of business, # sales of Inventory in the ordinary course of business, # relocations of Equipment having an aggregate value of up to $750,000 in any fiscal year, and # relocations of Collateral from a location described on Exhibit B to another location described on Exhibit B) unless # such relocation is within the continental United States of America, Australia, Israel, or Europe and # if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to Agent.

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without ten (10) days’ prior written notice to Agent. Neither Borrower nor any Subsidiary shall suffer a Change in Control without the approval of the Agent. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: # it has provided prior written notice to Agent; and # such relocation shall be within the continental United States of America. Neither Borrower nor any Qualified Subsidiary shall relocate any item of Collateral (other than # Borrower Products, including compounds and raw materials used to manufacture biopharmaceuticals or which are used for preclinical testing or clinical trials, in the OCB, # Permitted Transfers, # sales of Inventory in the OCB, # relocations of Collateral from a location described on [Schedule 5.1] to another location described on [Schedule 5.1]) without the approval of the Agent, such approval not to be unreasonably withheld or delayed.

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to Agent. Inc. shall not suffer a Change in Control. Neither Borrower nor any Qualified Subsidiary shall relocate its chief executive office or its principal place of business unless: # it has provided prior written notice to Agent; and # such relocation shall be within the continental United States. Neither Borrower nor any Qualified Subsidiary shall relocate any item of Collateral (other than # sales of Inventory in the ordinary course of business, # relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and # relocations of Collateral from a location described on [Exhibit C] to the Disclosure Letter to another location described on [Exhibit C] to the Disclosure Letter) unless # it has provided prompt written notice to Agent, # such relocation is within the continental United States and, # if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to Agent.

Corporate Changes. As soon as possible and in any event within five (5) Business Days after the effective date thereof, notice of any change in the name, jurisdiction of organization, corporate structure, tax characterization or location of records of the Borrower; provided that the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral.

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