Transfer of the Interests Sample Clauses

The "Transfer of the Interests" clause defines the rules and conditions under which a party may assign, sell, or otherwise transfer their ownership or stake in an agreement or entity to another party. Typically, this clause outlines whether transfers are permitted freely, require prior written consent from other parties, or are subject to specific restrictions such as compliance with laws or the satisfaction of certain conditions. For example, it may prohibit transfers to competitors or require notification before a transfer occurs. Its core practical function is to control and manage changes in ownership or participation, thereby protecting the interests of the remaining parties and ensuring stability within the agreement or entity.
Transfer of the Interests. Subject to the terms and conditions set forth in this Agreement and in reliance on the representations and warranties contained herein, on the Closing Date, (a) Hersha Owner agrees to sell to Owner JV, and Owner JV agrees to purchase from Hersha Owner, the Purchased Assets for a purchase price equal to the amount set forth in Schedule A (the “Property Sale Proceeds”); and (
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Transfer of the Interests. Subject to satisfaction of the conditions set forth in Section 2.2(a) and (b), and to receipt of the payments under Sections 3.1 and 3.2, Newmont agrees to transfer to FGMI all of its interest in the Purchased Assets as follows. At the Closing, Newmont shall execute and deliver to FGMI the following documents: (a) Special Warranty Deed of the Fee Lands in the form of Exhibit G. (b) Mining Quit Claim Deed of the Claims in the form of Exhibit H. (c) Assignment and Assumption Agreement of the Property Agreements in the form of Exhibit I. (d) Bill ▇▇ Sale of the Equipment, Files and Records, and the Technical Data in the form of Exhibit J. Newmont may retain copies of all written, graphic or electronic Files and Records and Technical Data. As of the Closing Date, Kinross and FGMI shall assume all obligations for storing and transporting the Files and Records and Technical Data. (e) Confidentiality Agreement in the form of Exhibit L with respect to copies of the Files and Records and Technical Data retained by Newmont.
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Transfer of the Interests. Assignor hereby conveys, assigns, transfers and delivers to Assignee all of Assignor’s right, title and interest in and to the Interests and Assignee hereby irrevocably accepts such conveyance, assignment, transfer and delivery.
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Transfer of the Interests. Upon the terms and subject to the conditions set forth in this Agreement (including, for the avoidance of doubt, Exhibit A), at the closing of the transactions contemplated by this Agreement (the “Closing”), Seller shall cause AER to transfer, convey, assign and deliver to IPH, and IPH shall acquire, all of AER’s right, title and interest in and to the Interests, free and clear of all Liens (the “Transaction”).
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Transfer of the Interests. Subject to the terms and conditions set forth in this Agreement and in reliance on the representations and warranties contained herein, on the Closing Date, (a) Hersha Owner agrees to sell to Owner JV, and Owner JV agrees to purchase from Hersha Owner, the Purchased Assets for a purchase price equal to the amount set forth in Schedule A (the “Property Sale Proceeds”); and (b) Hersha Owner agrees to transfer to Owner JV, and Owner JV agrees to acquire from Hersha Owner, the Hersha Owner Contributed Assets valued at a contribution amount equal to the amount set forth in Schedule A in exchange for membership interests in Owner JV issued to Hersha Owner Member equal to a 30% Percentage Interest in Owner JV.
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Transfer of the Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and for the consideration specified in Section 2.1(b) below, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, the Interests.
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Transfer of the Interests. As of the Closing Date: 6.7.1 AP and its affiliates shall have sold, assigned, transferred or otherwise conveyed any and all of the Oil and Gas Business owned by them to APC, other than the Excluded Assets, with warranties of title in form and substance reasonably acceptable to the CEC Group, except for the one percent (1%) partnership interest in AGM owned by AnSon Gas Corporation ("AGC") to be transferred by AGC to CAC on the Closing Date. 6.7.2 AP shall be the owner and holder of all of the issued and outstanding capital stock of APC. 6.7.3 AP and its affiliates shall not have sold, assigned, transferred, or otherwise conveyed any of the Interests to any person other than APC.
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Transfer of the Interests 
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Related to Transfer of the Interests

  • Transfer of the Property Any sale, lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Property or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except: (i) sales or transfers of items of the Accessories which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes, owned by Mortgagor, having a value equal to or greater than the replaced items when new; and (ii) the grant, in the ordinary course of business, of a leasehold interest in a part of the Improvements to a tenant for occupancy, not containing a right or option to purchase and not in contravention of any provision of this Mortgage or of any other Loan Document. Mortgagee may, in its sole discretion, waive a default under this paragraph, but it shall have no obligation to do so, and any waiver may be conditioned upon such one or more of the following (if any) which Mortgagee may require: the grantee’s integrity, reputation, character, creditworthiness and management ability being satisfactory to Mortgagee in its sole judgment and grantee executing, prior to such sale or transfer, a written assumption agreement containing such terms as Mortgagee may require, a principal paydown on the Note, an increase in the rate of interest payable under the Note, a transfer fee, a modification of the term of the Note, and any other modification of the Loan Documents which Mortgagee may require. NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED.

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this LLC Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this LLC Agreement or in violation of any applicable federal or state securities laws.

  • Transfer of the Shares Prior to the termination of this ---------------------- Agreement, except as otherwise provided herein, the Shareholder shall not: (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to the Shares; (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Shareholder's obligations hereunder or the transactions contemplated hereby.

  • 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.