Private Transfers Clause Samples

The Private Transfers clause regulates the conditions under which parties may transfer their rights or obligations under an agreement to third parties without public disclosure or involvement. Typically, this clause outlines any restrictions, approvals, or procedures required for such transfers, such as obtaining prior written consent from the other party or meeting specific eligibility criteria. Its core practical function is to maintain control over who may assume contractual rights or duties, thereby protecting the interests of the original parties and preventing unwanted or unapproved changes in the contractual relationship.
Private Transfers. Except as set forth in Section 6.03(g), Transfers of ▇▇▇▇▇ Limited Shares other than as expressly provided under this Agreement shall be subject to the prior written approval of Nova Ponte. If such approval is granted, permitted transferees must expressly agree in writing to adhere to all terms and conditions of this Article VI.
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Private Transfers. Any Clearlake Investor may Transfer any or all of such Clearlake Investor's Shares to such Clearlake Investor's Permitted Transferees and such transferee shall be deemed to be a Clearlake Investor hereunder and shall deliver a signature page hereto agreeing to be bound hereby, simultaneously with the Transfer of such Shares. Any transferring Clearlake Investor under this Section shall provide prompt written notice to the Company of any such Transfer, indicating its reliance on this provision and the identity and contact information of the Permitted Transferee.
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Private Transfers. Any Sponsor may Transfer any or all of such Sponsor's Shares to such Sponsor's Permitted Transferees and such transferee shall be deemed to be a Sponsor hereunder and shall deliver a signature page hereto agreeing to be bound hereby, simultaneously with the Transfer of such Shares. Any transferring Sponsor under this Section shall provide prompt written notice to the Company of any such Transfer, indicating its reliance on this provision and the identity and contact information of the Permitted Transferee.
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Private Transfers. Each Stockholder agrees that except as otherwise contemplated by this Section 1, any sale, transfer or other disposition of any Registrable Securities may only be effected if (a) in the opinion of counsel to Acquirer, reasonably held, all such Registrable Securities proposed to be sold by such Stockholder may be sold in a three-month period without registration under the Securities Act, pursuant to Rule 144 under the Securities Act or otherwise; (b) Acquirer or its legal counsel shall have received a “no-action” letter or similar written confirmation from the SEC that all the Registrable Securities proposed to be sold by such Stockholder may be sold in a three-month period without registration under the Securities Act, pursuant to Rule 144 under the Securities Act or otherwise; (c) only one broker/dealer is used to effect any such sales at any one time; and (d) such sale, transfer or other disposition does not result, to the knowledge of each Stockholder (after reasonable inquiry), in any single person or group owning 5% or more of Acquirer’s then outstanding Common Stock.
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Private Transfers. If you book a private transfer, your driver will be waiting and ready to go when you arrive in Geneva and you won’t have to share a minibus with any other customers. That means no waiting around at the airport and transport straight to your door – no stops in between. Private transfers are ideal if you’re travelling with young children or if you’re on a short break and want to get in as much skiing time as possible. We also offer private transfers from Geneva hotels and Geneva train stations. Key features of Private Transfers: • No waiting on arrival at the airport. • A private vehicle (or vehicles) will be reserved just for you • You will not share with other passengers. • You will be transported by our fleet of 8-seater minibuses. Each vehicle can seat a maximum of 8 people so larger groups will be split between multiple private vehicles. • Your driver will meet you in arrivals and take you straight to your accommodation. • We will always drop you off and pick you up at your door if your accommodation is accessible by road. • There will be no stops / drop-offs on route. • You can request a specific pick-up time for your return transfer. • Private transfers are available year-round, 24 / 7, subject to availability. • Private transfers are also available from Geneva hotels and Geneva train stations. • If your arrival flight into Geneva Airport is delayed your driver will wait or we will organise another driver to pick you up, depending on the severity of the delay. • Departure time from resort to the airport is usually 3.5 - 4 hours before your flight departure time. * • The typical journey time from Geneva to Morzine is 1hr 15 minutes. *
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Private Transfers. If we have arranged private transfers, pricing and service is usually based on one standard piece of luggage + one personal carry-on, per person. If you feel you will be traveling with excess or oversize luggage, we can arrange for a larger vehicle.
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Private Transfers. Each of the Resellers will have the right to assign any of the Resale Shares to an Authorized Transferee without that assignment being included in the calculation of the limitation on resale pursuant to Section 1.7. 1. An "Authorized Transferee" will be an individual or an entity (but only if the entity is under control of a Reseller) who (a) acquires the shares in a private transaction not reported on the public market and (b) executes and delivers to Headliners a written agreement to be deemed a "Reseller" and to be subject to the obligations and limitations imposed on the Resellers by Section 1.7.1 hereof.
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Related to Private Transfers

  • Exempt Transfers The Company's First Refusal Right under this Section 3 shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estate.

  • Void Transfers To the greatest extent permitted by the Act and other Law, any Transfer by any Member of any Membership Interests or other interest in the Company in contravention of this Agreement shall be void and ineffective and shall not bind or be recognized by the Company or any other Person. In the event of any Transfer in contravention of this Agreement, to the greatest extent permitted by the Act and other Law, the purported Transferee shall have no right to any profits, losses or Distributions of the Company or any other rights of a Member.

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.

  • Non-Transfers Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.