Notification of Proposed Transfer Clause Samples

The Notification of Proposed Transfer clause requires a party to formally inform the other party before transferring its rights or obligations under the agreement to a third party. Typically, this involves providing written notice within a specified timeframe and may include details about the proposed transferee and the terms of the transfer. This clause ensures transparency and gives the non-transferring party an opportunity to review, object, or prepare for the change, thereby preventing unexpected shifts in contractual relationships and maintaining stability in the agreement.
Notification of Proposed Transfer. The Majority Member shall exercise its Bring-Along Right by sending written notice of the exercise of the Bring-Along Right to each of the other Members. Such notice shall set forth: (i) the name and address of the proposed transferee and the proposed amount and form of consideration to be paid by the proposed transferee and (ii) the terms and conditions of such transaction. Such notice shall be accompanied by copies of all documents required to be executed by the Members in connection with such transaction. Within 10 days following receipt of the notice, each of the other Members shall deliver to a representative of the Majority Member, designated in the notice, instruments (or other appropriate documents necessary to transfer the Designated Interest) representing the Designated Interest held by such Member, duly endorsed, together with fully executed copies of all other documents required to be executed in connection with such transactions, including (if requested) customary legal opinions from the counsel to such Member. In the event that a Member should fail to deliver such instruments to the Majority Member, the Company shall cause its books and records to show that such Designated Interest is bound by the provisions of this Section 12.10(b) and that such Designated Interest shall be transferred only to the third party purchaser upon surrender for transfer by the holder thereof. If requested by the Majority Member, each Member shall also cause a representative that is duly authorized to execute documents and to act on behalf of such Member to attend the closing of the transaction and to take such actions as are reasonably requested by the Majority Member.
View SourceView Similar (6)
Notification of Proposed Transfer. Merrill hereby agrees to provide to each ▇▇▇▇▇▇ Party written notice (a “Transfer Notice”) of the proposed sale or transfer of a Project pursuant to a Third Party Sale or a Merrill Acquisition not less than fifteen (15) Business Days prior to the proposed closing date of such sale or transfer, as applicable. Each Transfer Notice shall include a calculation of Net Sales Proceeds or Net Economic Proceeds, as applicable (including the amount of Applicable Sales Proceeds or Economic Value used in such calculation and the calculation of all protective advances and other amounts to be deducted from Applicable Sales Proceeds or Economic Value, as applicable, in determining Net Sales Proceeds or Net Economic Proceeds, as applicable), and shall be accompanied by evidence reasonably satisfactory to the Series B Bondholder substantiating the Applicable Sales Proceeds or Economic Value, as applicable, and any such protective advances and/or other amounts deducted therefrom to derive Net Sales Proceeds or Net Economic Value. The Series B Bondholder may deliver a written objection (an “Objection”) to a Transfer Notice on or before the tenth (10th) Business Day following the Series B Bondholders’ receipt of a Transfer Notice and the accompanying documents described above. If the parties are unable to resolve the issues raised in the Objection prior to the closing of the proposed sale or transfer, the Parties hereby agree that such dispute regarding the calculation of the amount of Net Sales Proceeds or Net Economic Proceeds, as applicable, and, based thereon, the resultant amount due to the Series B Bondholder under the terms of this Agreement, will be submitted to binding mediation at and be administered by the Judicial Arbitration and Mediation Service before a mediator mutually acceptable to the Parties in the City of New York, New York. The Parties will request a written opinion from the mediator which written opinion will be fully binding upon the Parties and which opinion shall not be subject to appeal by any Party. The judgment on the award rendered by the mediator may be entered in any court having jurisdiction thereof. In the event the mediator determines that the amount due the Series B Bondholder is in excess of the amount set forth in the Transfer Notice (such excess amount being referred to as a “Deficiency”), Merrill shall pay (a) to the Series B Bondholder, in addition to the amount set forth in the Transfer Notice, an amount equal to (i) the amount of suc...
View Source

Related to Notification of Proposed Transfer

  • Notice of Proposed Transfer The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

  • Notice of Proposed Transfers The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

  • Prior Conduct of Proposed Transferee Notwithstanding any other provision of this Section 22, if (i) the proposed assignee or sublessee of Tenant has been required by any prior landlord, lender or Governmental Authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to an enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental Authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Landlord would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Landlord shall have the absolute right to refuse to consent to any assignment or subletting to any such party.

  • Request for Transfer Unless the paraeducator and both principals agree, no transfers shall be allowed during a period spanning from 14 calendar days before the first contract work day until after the 20th contract work day. A transfer will not be considered unless the paraeducator is qualified for such vacancy. All transfers shall be initiated by the receiving principal, with copies to the releasing principal or immediate supervisor and the Human Resource Services office. The principal, when making his/her decision, shall consider the following: seniority, educational qualifications, expertise and ability, prior job experience, performance evaluations, and recommendations of previous supervisors. The transfer of the paraeducator will be subject to Board approval.

  • Notice of Certain Proposed Filings The Company will not file any amendment or supplement to the Registration Statement or the Final Prospectus prior to the Closing Date to which the Representative reasonably objects promptly after reasonable notice thereof, unless in the opinion of counsel to the Company such amendment or supplement is required by law; provided, however, that the foregoing requirement shall not apply to any of the Company’s periodic filings with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, other than filings of Current Reports on Form 8 K (to which the foregoing requirement shall apply), copies of which filings the Company will cause to be delivered to the Representative promptly after being transmitted for filing with the SEC. Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 of this Agreement.