Free Transferability Sample Clauses
The Free Transferability clause establishes that the rights or interests under an agreement can be transferred by a party without requiring consent from the other parties involved. In practice, this means that shares, contractual rights, or other interests can be sold, assigned, or otherwise transferred freely, often without restrictions or the need for approval from the company or other stakeholders. This clause is particularly important in investment or shareholder agreements, as it enhances liquidity and flexibility for holders by allowing them to exit or restructure their positions easily. Ultimately, it solves the problem of restricted movement of interests, ensuring that parties are not unduly limited in managing their assets.
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Free Transferability. Except as limited by the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], to the fullest extent permitted by the Act, any [Member][Partner] may, at any time or from time to time, without the consent of any other Person, Transfer, pledge or encumber any or all of its Shares. Subject to the restrictions of the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], the Transferee of any Shares shall be admitted to the [Company][Partnership] as a substitute member of the [Company][Partnership] on the effective date of such Transfer upon (i) such Transferee's written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Shares, which shall be evidenced by such Transferee's execution and delivery to the [Company][Partnership] of an Application for Transfer of Shares on the reverse side of the Share Certificate representing the Shares being transferred, and (ii) the recording of such Transferee's name as a Substitute [Member][Partner] on the books and records of the [Company][Partnership]. Any Transfer of any Shares pursuant to this Section __ shall be effective as of the later of (i) the close of business on the day on which such Transfer occurs, or (ii) the effective date and time of such Transfer that is designated in the Application for Transfer of Shares delivered by the Transferee to the [Company][Partnership]. EXHIBIT O CERTIFICATE OF INDEPENDENT MANAGER/MEMBER/DIRECTOR THE UNDERSIGNED, ____________________, hereby certifies as follows:
1. I have been elected to serve as an independent director of [________________], a Delaware corporation (the "Company").
2. I am aware that under its Articles of Incorporation and By Laws, the Company is required to have at least two so-called "Independent Directors".
3. I hereby certify that I am aware of the definition of and requirement for Independent Directors as set forth in the Articles of Incorporation and By Laws of the Company, including but not limited to, the requirement that when voting on a matter put to the vote of board of directors, that notwithstanding that the Company may be insolvent, an Independent Director shall, to the extent permitted by law, take into account the interest of the creditors of the Company as well as the interest of the Company. As an Independent Director of the Company, I will vote in accordance with my fiduciary duties under applicable law.
4. I hereby certify that I meet t...
Free Transferability. Subject to Sections 2.4 and 2.5 below, but notwithstanding anything otherwise to the contrary in this Agreement, from and after the first anniversary of the Closing Date, there shall be no restrictions of any kind with respect to Transfers of Transfer Restricted Securities by any of the Holders, other than any restrictions imposed by applicable state or federal securities laws.
Free Transferability. Except as limited by the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], to the fullest extent permitted by the Act, any [Member] [Partner] may, at any time or from time to time, without the consent of any other Person, Transfer, pledge or encumber any or all of its Shares. Subject to the restrictions of the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], the Transferee of any Shares shall be admitted to the [Company] [Partnership] as a substitute member of the [Company] [Partnership] on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Shares, which shall be evidenced by such Transferee’s execution and delivery to the [Company] [Partnership] of an Application for Transfer of Shares on the reverse side of the Share Certificate representing the Shares being transferred, and (ii) the recording of such Transferee’s name as a Substitute [Member] [Partner] on the books and records of the [Company] [Partnership]. Any Transfer of any Shares pursuant to this Section shall be effective as of the later of (i) the close of business on the day on which such Transfer occurs, or (ii) the effective date and time of such Transfer that is designated in the Application for Transfer of Shares delivered by the Transferee to the [Company] [Partnership].
Free Transferability. Notwithstanding any other provision of this Article XI: (i) the Individual Investors shall be allowed to Transfer any or all of their Units in the LLC freely to any of the other Individual Investors and (ii) at anytime after the eighteen (18) month period referred to in Section 11.5, additional physicians may be added to the LLC as Members and Individual Investors pursuant to Transfer(s) of Units from the then current Individual Investors to the additional physicians upon the approval of and pursuant to such terms and conditions as the Hospital (such approval not to be unreasonably withheld) and Individual Investors may so determine by Special Consent of the Individual Investors. This right shall not extend to the executor or administrator of a deceased Individual Investor or to the spouse of a divorced Individual Investor. Additionally, the Hospital shall be allowed to Transfer any or all of its Units in the LLC freely to any of its Affiliates (as that term is defined in Section 1.1.2 of this Agreement).
Free Transferability. To the fullest extent permitted by the Act and this Agreement, any Shareholder may, at any time or from time to time, without the Consent of any other Shareholder or of the Board, Transfer any or all of its Shares to the same extent as a holder of shares of capital stock in a business corporation organized under the General Corporation Law of the State of Delaware could Transfer such shares of the capital stock of such corporation. The Transferee of any Shares shall be admitted to the Company as a Substitute Shareholder (and as a member of the Company within the meaning of the Act) on the effective date of such Transfer upon (i) such Transferee's written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Shares, and (ii) the recording of such Transferee's name as a Substitute Shareholder on the books and records of the Company. Any Transfer of any Shares pursuant to this Section 21 shall be effective as of the close of business on the day on which such Transfer occurs.
Free Transferability. Subject to this Section 5.5, Preferred Securities shall be freely transferable.
Free Transferability. Except as limited by the Credit Agreement, to the fullest extent permitted by the Act, the Member may, at any time or from time to time, without the consent of any other Person, Transfer, pledge or encumber any or all the Company Interest. Subject to the restrictions of the Credit Agreement, the Transferee of any Company Interest shall be admitted to the Company as a substitute member of the Company on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Company Interest, which shall be evidenced by such Transferee’s execution and delivery to the Company of an application for Transfer of Company Interest on the reverse side of the Company Interest Certificate representing the Company Interest being transferred, and (ii) the recording of such Transferee’s name as a substitute member on the books and records of the Company. Any Transfer of any or all of the Company Interest pursuant to this Section [ ] shall be effective as of the later of (a) the close of business on the day on which such Transfer occurs, or (b) the effective date and time of such Transfer that is designated in the application for Transfer of Company Interests delivered by the Transferee to the Company.
Free Transferability. Except as limited by the Credit Agreement, to the fullest extent permitted by the Act, any Member may, at any time or from time to time, without the consent of any other Person, Transfer, pledge or encumber any or all of its Shares. Subject to the restrictions of the Credit Agreement, the Transferee of any Shares shall be admitted to the Company as a substitute member of the Company on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Shares, which shall be evidenced by such Transferee’s execution and delivery to the Company of an Application for Transfer of Shares on the reverse side of the Share Certificate representing the Shares being transferred, and (ii) the recording of such Transferee’s name as a Substitute Member on the books and records of the Company. Any Transfer of any Shares pursuant to this Section shall be effective as of the later of (i) the close of business on the day on which such Transfer occurs, or (ii) the effective date and time of such Transfer that is designated in the Application for Transfer of Shares delivered by the Transferee to the Company. White Lodging Services Corporation
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Free Transferability. (a) Each Member shall have the right to Transfer all (but not less than all) of its Interest without the approval of the other Member and/or the Management Committee.
(b) Upon and contemporaneously with any Transfer, the Transferee shall be entitled to exercise all of the rights and powers of the Transferring Member, including, all rights with respect to participation in, and appointment of representatives to, the Management Committee.
(c) No transfer of an Interest shall be effective unless and until written notice (including the name and address of the proposed Transferee and the date of such transfer) has been provided to the Company and the non- transferring Member. Any Transfer of an Interest shall be deemed effective as of the date on which the Company receives such notice (unless such notice specifies a different date).
Free Transferability. To the fullest extent permitted by the Act, any Member may, at any time or from time to time, without the Consent of any other Member or of the Board, Transfer any or all of its Shares to the same extent as a holder of shares of capital stock in a business corporation organized under the General Corporation Law of the State of Delaware could Transfer such shares of the capital stock of such corporation. The Transferee of any Shares shall be admitted to the Company as a Substitute Member (and as a member of the Company within the meaning of the Act) on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Shares, and (ii) the recording of such Transferee’s name as a Substitute Member on the books and records of the Company. Any Transfer of any Shares pursuant to this Section 21 shall be effective as of the close of business on the last day of the calendar month in which such Transfer occurs.