Notification of Proposed Transfers Clause Samples

Notification of Proposed Transfers. In the event of a proposed Transfer subject to this Section 12.10(a), the Majority Member shall notify in writing all Remaining Members of the proposed Transfer. Such notice shall set forth: (i) the name of the proposed transferee and the portion of the Interest that is to be transferred by the Majority Member, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by such proposed transferee, and (iii) that the proposed transferee has been informed of the Tag-Along Right provided for in this Section 12.10(a) and has agreed to purchase additional Interests in accordance with the terms hereof. The Tag-Along Right may be exercised by any Remaining Member by delivery of a written notice to the Company (the "Tag-Along Notice") within 30 days following receipt of the notice specified in the immediately preceding sentence stating that the Remaining Member wishes to participate in such transfer to the proposed transferee by including such Remaining Member's Interest (or a portion thereof). The Tag-Along Notice shall also specify, in the event that only a portion of the Majority Member's Interest is being purchased, whether or not the Remaining Member wishes to have any additional portion (up to all) of his Interest purchased if any other Remaining Member does not exercise such Member's Tag-Along Right. In the event that any proposed transferee does not purchase the Interest of the Majority Member or Remaining Member who has exercised such Member's Tag-Along Right on the same terms, consideration (if applicable, on a Percentage Interest basis) and conditions as those set forth in the notice delivered by the Majority Member then the sale by the Majority Member to the proposed transferee shall be void ab initio and of no force and effect, and the Company shall not recognize or give effect to such transfer. Notwithstanding the foregoing, if any Remaining Member shall not exercise its Tag-Along Right provided for herein, the other Remaining Members shall have the right, upon receipt of written confirmation from the Remaining Members not participating in the Tag-Along Right, to include in their respective Tag-Along Notices, and to have purchased by the proposed transferee, an additional Interest equal to each such Member's pro rata portion of the Interest not included in the Tag-Along Right by the non-electing Remaining Member.
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Notification of Proposed Transfers. In order that the Corporation ---------------------------------- may enforce the Aggregate Ownership Limit and the Percentage Ownership Limit, no share of any class or series of capital stock of the Corporation will be transferable by the holder thereof unless, not less than 30 days prior to any such proposed transfer, the holder of any and all shares proposed to be transferred ("Transferred Shares") delivers to the Corporation written notice of ------------------ its intention to effect such a transfer.
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Notification of Proposed Transfers. In the event of a proposed Transfer pursuant to Section 11.1, the proposed transferor shall notify in writing all Tag-Along Members of the proposed Transfer. Such notice shall be delivered on the date of the expiration of the Option Exercise Period as set forth in Section 10.2(a)(i) and shall set forth: (i) the name of the proposed transferor, the Ownership Percentage and the percentage of the transferor’s total Membership Interest proposed to be sold, (ii) the name and address of the Proposed Purchaser,
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Notification of Proposed Transfers. In order that the Issuer may ---------------------------------- enforce the Aggregate Ownership Limit and the Percentage Ownership Limit, no Share will be Transferrable by the holder thereof (except pursuant to Section 1.3) unless, not less than 30 days prior to any such proposed Transfer, the holder of any and all Shares proposed to be Transferred ("Transferred Shares") delivers to the Issuer ------------------ written notice of its intention to effect such a Transfer.
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Related to Notification of Proposed Transfers

  • 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.

  • 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).

  • 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.

  • Notification of Disposition If this Option is designated as an Incentive Stock Option, Participant shall give prompt written notice to the Company of any disposition or other transfer of any Shares acquired under this Agreement if such disposition or transfer is made (a) within two (2) years from the Grant Date or (b) within one (1) year after the transfer of such Shares to Participant. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

  • Refused Transfers We reserve the right to refuse any transfer. As required by applicable law, we will notify you promptly if we decide to refuse to transfer funds.