Requirement for Property Transfer or Optional Property Transfer and Interest Transfer Sample Clauses

Requirement for Property Transfer or Optional Property Transfer and Interest Transfer. Either (i) the Property Transfer or (ii) both the Optional Property Transfer and the Interest Transfer, shall be completed within two hundred seventy (270) days after the Advance Date, and the EAT Pledge shall be terminated upon the Property Transfer or the Interest Transfer, as applicable, but in no event later than two hundred seventy (270) days after the Advance Date. If Exchange Borrower proceeds with the option set forth in clause (ii) of the immediately preceding sentence, the Optional Property Transfer may be made at any time after the Advance Date and prior to the Interest Transfer. Without limiting the generality of the foregoing or any other provision of this Agreement, concurrently with the closing of the Property Transfer or the Interest Transfer (following the Optional Property Transfer), as applicable, Borrower shall cause to be recorded with the Official Records of San Diego County, California instruments of termination which shall: (a) cause the termination of theMemorandum of Lease” and the “Memorandum of Call and Put Option Agreement” that were recorded in connection with the “reverse” exchange in which Borrower acquired the Property, and (b) be in form and substance reasonably satisfactory to Lender. Borrower shall deliver evidence of the satisfaction of the foregoing to Lender and, if requested by Lender, shall deliver a current title report for the Property confirming such removal. If neither the Property Transfer nor both the Optional Property Transfer and the Interest Transfer are completed within two hundred seventy (270) days after the Advance Date, or if the EAT Pledge is not terminated by the deadline specified above, such failure shall constitute an Event of Default hereunder, without a cure period. Borrower shall pay all costs and expenses incurred by Lender in connection with the Property Transfer, the Optional Property Transfer and/or the Interest Transfer, as applicable, including title insurance premiums, documentation costs and reasonable attorneys’ fees.

Related to Requirement for Property Transfer or Optional Property Transfer and Interest Transfer

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option: 1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests; 1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.

  • CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.1. Company May Consolidate, Etc.,

  • Sale and Transfer of Shares Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver the Shares to Purchaser, free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities laws), and Purchaser shall purchase, acquire and accept the Shares from Seller.

  • Transfer Restricted Securities The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

  • Sale and Transfer of Shares Closing 1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (hereinafter defined), Shareholder shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from Shareholder, all of the outstanding shares of Company (the "Shares") which represent all of the issued and outstanding capital stock of Company