Approved Transfers Clause Samples
The Approved Transfers clause defines the conditions under which a party may transfer its rights or interests under an agreement to another party, subject to certain approvals. Typically, this clause outlines the process for obtaining consent from the other party or specifies categories of transferees—such as affiliates or pre-approved entities—who may receive the transfer without additional permissions. Its core function is to balance flexibility for parties wishing to transfer their interests with the need to protect the other party from undesirable or unvetted transferees, thereby ensuring control and predictability in contractual relationships.
Approved Transfers. If a Transfer by the General Partner is approved by 66 2/3% in Interest of the Limited Partners pursuant to Section 7.5(a), each of the remaining Limited Partners shall be deemed to have consented to such Transfer. If 66 2/3% in Interest of the Limited Partners consents to the admission of the transferee as a constituent general partner of the Partnership, each of the remaining Limited Partners shall be deemed to have consented to such admission. Any additional or successor General Partner is hereby authorized to and shall continue the Partnership without dissolution and shall be fully bound by the obligations, and limitations on the authority, of the General Partner set forth in this Agreement.
Approved Transfers. (a) Anything in Section 10.01 to the contrary notwithstanding, the General Partner may, without the consent of the other Partner, undergo a Transfer, in whole but not in part: [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
(b) Anything in Section 10.01 to the contrary notwithstanding, NYSCRF may, without the consent of the other Partner [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
(c) Upon any Transfer undertaken in accordance with Section 10.02, the transferring Partner shall promptly deliver to the non-transferring Partner (i) an assignment and assumption agreement, in form and substance reasonably acceptable to the non-transferring Partner, whereby the transferring Partner assigns, and the transferee accepts and assumes, all of the transferring Partner’s rights, obligations and liabilities hereunder, and (ii) the other instruments contemplated by Sections 10.04(b)-(f); provided the requirements of Section 10.04(a) shall not apply to any such Transfer. Upon the delivery to the non-transferring Partner of the instruments referenced in clauses (i) and (ii) above, if the transfer results in a new Partner (as opposed to the acquisitions of interests in the existing Partner), the transferring Partner shall withdraw from the Company in accordance with Section 10.03 and be released from all liability hereunder, and the transferee shall be deemed admitted as a Partner pursuant to Section 10.04 and shall be deemed to have assumed all of the rights, duties, obligations and liabilities of the transferring Partner under this Agreement.
(d) Anything in this Section 10.02, or otherwise in this Agreement, to the contrary notwithstanding, no Transfer or assignment of a Partnership Interest shall be made (i) if such Transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such Transfer causes the Company to be taxed as a “publicly traded partnership” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code; or (ii) if such Transfer, in the opinion of counsel selected by the General Partner and reasonably acceptable to NYSCRF, would not allow Liberty Property Trust to continue to be taxed as a REIT under the Code or would subject Liberty Property Trust to any material taxes under Sections 857 or 4981 of the...
Approved Transfers. If we decide not to exercise our right of first refusal, and if we approve the transfer in writing, you (or the transferor of an interest in you) may make the proposed transfer on the exact terms and conditions specified in your notice to us, within 60 days after the expiration of our option. If there is any material change in the terms of the transfer or the assets or interest(s) to be transferred or if the transfer is not consummated within such 60-day period, you may not thereafter make any transfer without again complying with this Section. You must keep the bank account designated for the Payment Methods (as provided in Section 3.(e)) open for a minimum of 90 days after the transfer and to fund such account in sufficient amounts to permit us to use the Payment Methods to collect amounts owed to us and/or any of our Affiliates in connection with your operation of the Restaurant. In the case of an approved transfer of this Agreement and/or the assets of the Restaurant, the transferee has the option of assuming this Agreement for its then remaining term or executing a new agreement in the form of the then current Franchise Agreement being offered to Papa John’s franchisees with a Term equal to the remaining Term hereof (except that no Initial Fee will be due); provided that the transferee must make the same election for all Restaurants it is acquiring from you.
Approved Transfers. Any Family Holder may transfer any shares of Common Stock to any other person, firm or entity with the prior written consent of SIK (which SIK may withhold for any reason or for no reason in his sole discretion).
Approved Transfers. Notwithstanding any of the transfer restrictions set forth in Section 5, 7 or 8, any Stockholder may Transfer any interest in any Securities, PF Telecom Shares or Treg Shares without complying with such restrictions with the prior written consent of each of Odyssey, ▇▇▇▇ and PF Telecom.
Approved Transfers. Transfer of all of the registrations held by one registrar as the result of acquisition of that registrar or its assets by another registrar may be made according to the following procedure:
(a) The acquiring registrar must be accredited by CNNIC for the .cn TLD under an Accreditation Agreement and must have in effect a NeuStar-Registrar Agreement with NeuStar for the .cn TLD.
(b) NeuStar shall determine, in its sole discretion, that the transfer would promote the community interest, such as the interest in stability that may be threatened by the actual or imminent business failure of a registrar. Upon satisfaction of these two conditions, NeuStar will make the necessary one-time changes in the registry database for no charge for transfers involving 30,000 name registrations or fewer within the same three (3) day period; provided that the data to be transferred to NeuStar is in the form specified by NeuStar ("Approved Format"). If the transfer involves registrations of more than 30,000 names, and the data to be transferred to NeuStar is in the Approved format, NeuStar will charge the acquiring registrar a one-time flat fee of US $50,000. If the data to be transferred is not in the Approved Format, the NeuStar may charge a reasonable fee, as determined by the NeuStar, in connection with the cost associated with reformatting such data.
I. Registration Requirements
1. Enter into an electronic or paper registration agreement with the registrar, in accordance with the Accreditation Agreement with CNNIC and this Agreement. Such electronic or paper registration agreement shall include, at a minimum, the following certifications:
a) The data provided in the domain name registration application is true, correct, up to date and complete; and
b) The registrant will keep the information provided above up to date.
2. Certify in the Registration Agreement that to the best of his, her or its knowledge the domain name registrant has the authority to enter into the Registration Agreement.
Approved Transfers. For the purposes of clause 8.2:
(a) where the Customer is based outside of the United Kingdom, the Customer gives approval for Vatix to transfer the Customer Personal Data to the Customer or the Customer’s nominated recipient; and
(b) the Customer gives approval for the transfer to each Approved Territory for the entity at the location and for the purpose(s) set out in the Processing Requirements for the particular Vatix Service.
Approved Transfers. In the event of any assignment or transfer of this Agreement which has been approved by Licensor, Licensee, (and if a corporation or partnership, then the individual shareholders, directors and officers, or partners, and each of them) shall nevertheless continue and remain obligated -24- 35 and subject to all the terms hereof.
Approved Transfers. Notwithstanding Section 6.1 above, and provided that DIG provides TCDA with copies of all agreements related to the transfer, TCDA hereby consents to:
6.2.1 An assignment of DIG’s rights under this Agreement to any entity in which DIG or an affiliate thereof owns a direct or indirect interest.
6.2.2 An assignment of DIG’s rights under this Agreement to any person or entity upon
6.2.3 The collateral assignment of rights under this Agreement to any mortgagee. For purposes of this Section 6.2.2, “Mortgagee” means the holder of any mortgage, deed of trust, or instrument securing debt or equity obtained to finance the construction of the Project, together with any successor or assignee of such holder. TCDA will cooperate with DIG and enter into commercially reasonable amendments to this Agreement if and as required by any lender, equity provider or financier providing equity or debt to the Project.
Approved Transfers. Notwithstanding Section 7.1 above, and provided that REACH provides TCDA with copies of all agreements related to the transfer, TCDA hereby consents to:
7.2.1 An assignment of REACH’s rights under this Agreement to any entity in which REACH or
7.2.2 The collateral assignment of rights under this Agreement to any mortgagee. For purposes of this Section 7.2.2, “Mortgagee” means the holder of any mortgage, deed of trust, or instrument securing debt or equity obtained to finance the construction of the Project, together with any successor or assignee of such holder. TCDA will cooperate with REACH and enter into commercially reasonable amendments to this Agreement if and as required by any lender, equity provider or financier providing equity or debt to the Project.