Transfers and Issuances Clause Samples

Transfers and Issuances. 12 3.1 Transfers to be Made Only as Permitted or Required by this Agreement ......................................12 3.2
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Transfers and Issuances. 3.1 Transfers to be Made Only as Permitted or Required by this Agreement. (a) Each Stockholder hereby agrees that such Stockholder will not, directly or indirectly, Transfer any Securities unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Stockholder shall have furnished the Company with a written opinion of counsel reasonably satisfactory to the Company in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws. (b) Each Management Investor and their Permitted Transferees hereby agrees that, except for Transfers in connection with a Public Offering, Transfers pursuant to Section 3.2(iii), 3.2(iv), 3.5, 3.7, 3.10, 3.12, 3.13 or 3.14 hereof and Transfers pursuant to Rule 144 under the Securities Act, no Transfer shall occur unless the transferee shall agree to become a party to, and be bound to the same extent as its transferor by the terms of, this Agreement in accordance with the provisions of Section 5.6 hereof. (c) Each Management Investor and their Permitted Transferees hereby agrees that such Stockholder shall not, without the prior written consent of Vestar (which consent may be withheld by Vestar in its absolute discretion), effect a Transfer prior to the Lapse Date, except for Transfers in connection with a Public Offering and Transfers pursuant to Sections 3.2, 3.5, 3.7, 3.10, 3.11, 3.12, 3.13 or 3.14 hereof.
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Transfers and Issuances. Notwithstanding any other provision of this Agreement, (a) Management Shares Transferred in a Public Offering or after the Initial Public Offering pursuant to Rule 144 shall be conclusively deemed thereafter not to be Management Shares under this Agreement and not to be subject to any of the provisions hereof or entitled to the benefit of any of the provisions hereof.
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Transfers and Issuances. Until the end of the Standstill Period, each Holder hereby agrees that such Holder shall not Transfer (as defined below) any Preferred Shares and the Company hereby agrees not to issue any Preferred Shares unless and until the prospective transferee or preferred shareholder agrees to become a party to this Agreement and be bound by all the terms and conditions hereof by executing and delivering to Lender a joinder to this Agreement. For the purposes of this Agreement, the term “
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Transfers and Issuances. Notwithstanding any other provision of this Agreement, Shares Transferred in a Public Offering or after the Initial Public Offering pursuant to Rule 144 shall be conclusively deemed thereafter not to be Shares (or Investor Shares, Other Investor Shares, Seller Shares or Management Shares) under this Agreement and not to be subject to any of the provisions hereof or entitled to the benefit of any the provisions hereof.
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Transfers and Issuances 
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Related to Transfers and Issuances

  • Transfers and Rollovers The Custodian can receive amounts transferred or rolled over to this ▇▇▇▇ ▇▇▇ from the trustee or custodian of another ▇▇▇▇ ▇▇▇ as permitted by Code or applicable Regulations. The Custodian reserves the right not to accept any transfer or rollover.

  • Transfers and Payments 1. Each Party shall permit transfers and payments for current transactions relating to its specific commitments to be made freely and without delay into and out of its territory. 2. Each Party shall permit such transfers and payments relating to the supply of services to be made in a freely usable currency at the market rate of exchange prevailing on the date of transfer. 3. Notwithstanding paragraphs 1 and 2, a Party may prevent or delay a transfer or payment through the equitable, non- discriminatory and good faith application of its laws relating to: (a) bankruptcy, insolvency or the protection of the rights of creditors; (b) issuing, trading or dealing in securities, futures, options, or derivatives; (c) financial reporting or record keeping of transfers when necessary to assist law enforcement or financial regulatory authorities; (d) criminal or penal offences; or

  • TRANSFERS AND VACANCIES A. A request by a teacher for transfer shall be made to the Human Resources Department in writing prior to April 30 on forms furnished by the Board, and a copy of the transfer request shall be forwarded by the Human Resources Department to the current principal(s) and, unless the teacher prohibits such notification, the HVEA president. After consideration of the transfer requests, any vacancy must be posted. The application shall set forth the reasons for transfer, the school, grade and/or position sought and the applicant's academic qualifications, certifications, and endorsements on file with Human Resources as of March 31. The teacher requesting a transfer will notify and discuss the matter with the principal of the school to which he/she wishes to be transferred. If all parties - the teacher, the principal of the school to which the teacher wishes to transfer, and the Board are in favor of such transfer, then the transfer shall take place. In each case where a teacher has requested a transfer under this Section and where the request is not granted for any reason, the teacher will receive an explanation in a timely manner. However, it is understood that transfers after the close of school shall be granted at the discretion of the Superintendent. B. It is recognized by both parties that involuntary transfers may be necessary; however, the Board agrees that involuntary transfers will be made only for good cause. Following one week notification, plus consultation with the teacher or teachers and principals concerned at a meeting, including the Superintendent or his/her designee and the association President or his/her designee, it shall be up to the Superintendent of Schools as to whether an involuntary transfer is necessary. Upon written request of the teacher, the association shall also be notified of the reasons for such unrequested transfer. C. When involuntary transfers are effected for a necessary reduction in a school's staff allocation due to reduced student enrollment, reduced finances or the closing of a building, qualifications, program needs and seniority shall be considered in such transfer decisions. When qualifications and program needs are predominately equal, seniority shall prevail. D. The filling of instructional vacancies shall be accomplished by using the following procedures: 1. Review all transfer requests. 2. Provide the association President with appropriate postings including qualifications and job descriptions (where possible), as vacancies occur. All known instructional vacancies will be posted in each school building in the district between April 1 and April 15. 1. The posting of extra-curricular vacancies shall be for a period of five (5) workdays. 2. The vacancies shall be posted district-wide, with first preference given to bargaining unit members within the building. Candidates that meet the qualifications shall receive an interview. 3. If the position is not filled from within the building, then qualified district-wide candidates shall be interviewed. 4. Internal candidates not selected for a position shall receive, in writing, the reasons for not being selected. In addition, the District is encouraged to provide suggestions for training and/or experience opportunities that may increase skills and improve the possibility of successful selection for future vacancies. 5. Should the position remain unfilled, the district may post the position to the public. E. The Board and the association recognize that transfers of personnel to fill vacant instructional staff positions arising during the school year are disruptive to the educational process. However, to insure that recognition is given to the aspirations and abilities of its staff, all such vacant instructional staff positions occurring during the school year will be considered to be filled on a temporary basis when personnel outside the district are hired. All transfer requests made by current staff to these positions shall be given priority in filling these vacancies for the following school year. Teachers desiring a transfer shall endeavor to submit their requests within five (5) working days after the postings. If no transfer request for the position has been made by April 30, then the position may be otherwise filled by the district. Notice will be sent to the association President when a vacancy has been filled on a temporary basis. The Board agrees to inform temporary teachers in writing of this contract provision prior to their employment. F. All vacant supervisory positions within the instructional staff shall be posted in every school building. A supervisory position is defined as one having the scope and authority of hiring, promoting, demoting, or dismissing employees. No such vacancy shall be filled, except on a temporary basis, until such vacancy shall have been posted for at least two (2) weeks. G. A Screening Committee including a Huron Valley teacher representing the association may interview candidates for Huron Valley instructional administrative positions. H. Any qualified teacher may apply for any instructional supervisory vacancy. In filling such vacancy, the Board shall consider the professional qualifications, background, attainments, and other relevant factors, including seniority of all applicants from within the school district, as well as applicants from outside the school district. Provided, however, in all appointments to positions, the Board's decision shall be final and not subject to the grievance procedure. I. Any teacher who shall be transferred to an administrative or executive position and shall later return to a teacher status shall be entitled to retain such rights as he/she may have had under this Agreement prior to such transfer to supervisory or executive status. J. A bargaining unit member, who has not previously attained tenure under the Michigan Teacher Tenure Act (MCLA 38.71, et seq.) in a position other than as a classroom teacher, who is placed in a position other than a classroom teacher, shall not be deemed to have tenure in such non-classroom teaching position by virtue of this contract or any individual contract for such non-classroom position, but shall be deemed to have continuing tenure as an active classroom teacher after the probationary period if applicable. K. Whenever vacancies occur during the normal summer months the following procedures shall be followed: 1. Teachers with specific interests in possible vacancies will notify the Human Resources Department of their interest in writing during the last regular week of school and shall include a summer address. 2. Should a vacancy occur, the teachers who have expressed an interest in said position or similar position shall be contacted by the Human Resources Department and notified of the vacancy. 3. The teachers so notified shall have the responsibility of contacting the Human Resources Department indicating their interest in said position within three (3) days of notification. 4. Notice of summer postings shall be sent to the association President. 5. Vacancies will be posted at the district's administration office for a period of five (5) working days.

  • Transfers and Withdrawals 44 Section 11.1 Transfer..........................................................................44 Section 11.2 Transfers of Partnership Interests of General Partners............................44 Section 11.3 Limited Partners' Rights to Transfer..............................................45 Section 11.4

  • Denominations; Transfers and Exchanges All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting it to the Registrar and delivering any required documentation or other materials.