Transfer to Subsidiary Sample Clauses

The "Transfer to Subsidiary" clause allows a party to transfer its rights and obligations under the agreement to a subsidiary company. Typically, this means that if a parent company restructures or wishes to delegate certain responsibilities, it can assign the contract to a wholly or majority-owned subsidiary without breaching the agreement. This clause facilitates corporate flexibility and continuity by enabling internal reorganizations or business strategy changes without requiring renegotiation or consent from the other party, thus reducing administrative hurdles and ensuring business operations remain uninterrupted.
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Transfer to Subsidiary. Subject to compliance with the other provisions of this ‎Article VII, the General Partner may Transfer all of its Interests at any time to any Person that is, at the time of such Transfer, a direct or indirect wholly owned Subsidiary of the General Partner without the consent of any Partner and may designate the transferee to become the new General Partner for all purposes of this Agreement.
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Transfer to Subsidiary. Notwithstanding anything in this Section 3.4 to the contrary, Purchaser may transfer and assign its rights and obligations under this Agreement to one or more of its Wholly-owned Subsidiaries, provided that any such Subsidiary shall agree to become bound by the terms of this Agreement, including the representations and warranties contained in this Section 3.4, and provided, further that Purchaser shall remain liable for the performance of its obligations hereunder notwithstanding any such assignment.
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Transfer to Subsidiary. Subject to compliance with the other provisions of this ‎Article VII, the Manager may Transfer all of its Units at any time to any Person that is, at the time of such Transfer, a direct or indirect wholly owned Subsidiary of the Manager without the consent of any Member and may designate the transferee to become the new Manager for all purposes of this Agreement.
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Transfer to Subsidiary. Notwithstanding anything in this Section 3.3 to the contrary, Purchaser may transfer and assign to its rights and obligations under this Agreement to one or more of its wholly-owned Subsidiaries, provided that any such Subsidiary shall have executed an investment letter containing the representations, and warranties contained in this Section 3.3.
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Transfer to Subsidiary. A Member may Transfer all, but not less than all, of its Interest to a wholly-owned subsidiary of such Member if, prior to the Transfer, the transferee agrees in writing to be bound by and subject to all of the transferor’s obligations under this Agreement as if the transferee were the transferor and an original party hereto (provided that the transferee shall have only the transferor’s rights to allocations and distributions in accordance with this Agreement and shall not become or have any of the rights of a substituted Member absent the consent to the Transfer of a Majority in Interest of the Members).
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Transfer to Subsidiary. The Buyer may transfer or assign this Agreement to any of its subsidiaries at any such time after the date above set forth.
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Transfer to Subsidiary. Notwithstanding Section 4.1.1, Grantee may form a wholly owned subsidiary and assign its rights under this Agreement to such subsidiary without prior consent the City Council; provided, however, that Grantee shall provide notice of such assignment and full disclosure to the Commissioner of the Department of the Environment and the Corporation Counsel as to the nature of such subsidiary within thirty (30) days of such assignment.
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Transfer to Subsidiary. In the event that Executive is transferred to an RCSB Entity other than the Bank, the Bank agrees that this Agreement shall be amended in such manner as may be necessary or appropriate to ensure that this Agreement will continue to provide Executive with the benefits and protections intended to be provided hereby.
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Transfer to Subsidiary. The Purchaser shall have transferred to the Subsidiary the Purchaser Excluded Assets as provided for in Section 1.4 hereof, and Sellers hereby approve of such transfer.
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Related to Transfer to Subsidiary

  • PAYMENT TO SUB-CONTRACTORS 12.1 Transnet reserves the right, in its sole discretion, to make payment directly to the sub-contractor of the Supplier/Service Provider, subject to the following conditions: a) Receipt of an undisputed invoice from the sub-contractor; and b) Receipt of written confirmation from the Supplier/Service Provider that the amounts claimed by the sub-contractor are correct and that the services for which the sub- contractor has requested payment were rendered to the satisfaction of the Supplier/Service Provider, against the required standards. 12.2 Nothing contained in this clause must be interpreted as bestowing on any sub-contractor a right or legitimate expectation to be paid directly by Transnet. Furthermore, this clause does not bestow any right or legitimate expectation on the Supplier/Service provider to demand that Transnet pay its sub-contractor directly. The decision to pay any sub-contractor directly, remains that of Transnet alone.

  • Agreement to Subordinate The Company agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full of all Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Debt.

  • Agreement to Subscribe 1.1 Purchase and Issuance of the Private Placement Units. (a) Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Initial Closing Date (as defined below) 594,076 Private Placement Units in consideration of the payment of the Purchase Price. On the Initial Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form. (a) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the IPO or on such earlier time and date as may be mutually agreed by the Subscriber and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Company, up to 63,424 additional Private Placement Units (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Units in proportion to the amount of the over-allotment option that is then exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $634,240 (if the over-allotment option is exercised in full) (such amount, the “Over-allotment Purchase Price”). The Subscriber shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Subscriber of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Units purchased by the Subscriber on such date duly registered in the Subscriber’s name to the Subscriber, or effect such delivery in book-entry form.

  • Agreement to Subscribe Purchase Price (i) SELLER and BUYER are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission under the Securities Act; and (ii) BUYER hereby subscribes for Three Hundred (300) Preferred Shares, at a purchase price of One Thousand Dollars ($1,000) U.S. per share, convertible into Common Shares in accordance with the terms set forth in the Certificate of Designation attached as Exhibit A to this Agreement, for an aggregate purchase price of Three Hundred Thousand Dollars ($300,000) payable in United States Dollars at the Closing, as defined in Paragraph 5 hereof. (iii) BUYER shall pay the purchase price by delivering same day funds in United States Dollars to an escrow agent or as otherwise agreed between the parties, to be delivered to the order of SELLER upon delivery of the Shares. (iv) BUYER shall receive from SELLER at Closing, for no additional consideration, a number of three-year warrants ("Warrant" or "Warrants") to purchase one Common Share for every four Common Shares that BUYER would have received had BUYER converted the Preferred Shares at Closing (the "Warrant Shares"; the Common Shares and the Warrant Shares are sometimes hereinafter collectively referred to as the "Shares"). The Warrants shall have a strike price of $2.00 per share, and shall be exercisable as set forth in the form of Common Stock Purchase Warrant Certificate attached as Exhibit B to this Agreement.

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.