TRANSFERS BY Clause Samples

TRANSFERS BY. BANKS If any Bank wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents as contemplated in Clause 32.3 (ASSIGNMENTS AND TRANSFERS BY BANKS), then such transfer may be effected by the delivery to the Agent of a duly completed Transfer Certificate executed by such Bank and the relevant Transferee in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: 32.5.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer by novation its rights, benefits and obligations under the Finance Documents, each of the Obligors and such Bank shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 32.5 as "DISCHARGED RIGHTS AND OBLIGATIONS"); 32.5.2 each of the Obligors and the Transferee party thereto shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the same in place of such Obligor and such Bank; 32.5.3 the Agent, the Arranger, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents as a Bank with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer and to that extent the Agent, the Arranger and the relevant Bank shall each be released from further obligations to each other under the Finance Documents; and 32.5.4 such Transferee shall become a party hereto as a "Bank".
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TRANSFERS BY a Shareholder (or personal representative of a deceased Shareholder) under Section 6.2(a) or Section 9 hereof, shall be subject to the following provisions: (i) The selling Shareholder or Shareholders shall first offer for sale to the remaining Shareholder(s) and the Company the subject Shares under the same terms and conditions and for the same consideration as described in a bona fide, third party offer (the “Offer”). (ii) Upon receipt by the applicable Shareholder(s) of a copy of any written Offer, such Shareholder(s) shall have the right, exercisable at any time within 30 days after the date of receipt, to purchase all or a portion (based upon its pro rata ownership) of the subject Shares on the terms and at the price proposed in the Offer if, such Shareholder(s) delivers written notice to the selling Shareholder stating that it intends to purchase the subject Shares. (iii) In the event that the other Shareholder(s) fail to exercise their rights to purchase all or a portion of the Shares involved in the proposed transfer specified in the Offer, then the Company shall have the right to purchase all or a portion of the subject Shares if, within 10 days after the expiration of the other Shareholders’ purchase rights, the Company delivers written notice to the selling Shareholder stating that it intends to purchase the subject Shares on the terms set forth in the Offer, except that the Company shall have the option of delivering, in lieu of the cash portion of the purchase price stated in the Offer, a promissory note (the “Note”) in the amount of the unpaid balance of the purchase price. The Note shall be payable in 36 equal monthly installments together with accrued interest until fully paid. The Note shall bear interest at the prime rate of interest listed by the Wall Street Journal on the date the Note is executed. The Note shall provide for the right to prepay any portion or the balance of the principal thereof at any time, without penalty, and the Company shall have a 30-day grace period to cure any defaults thereunder. (iv) In the event that the Company fails to exercise its right to purchase all of the Shares involved in the proposed transfer specified in the Offer, then the transaction described in the Offer may be consummated at any time 30 days after the expiration of the Company’s purchase rights on the terms set forth in the Offer. If the transaction is not consummated within such time period, all of the subject Shares shall continue to be subj...
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TRANSFERS BY. MIL Except as otherwise provided in this Agreement, neither MIL nor any Affiliate of MIL may Transfer all or any part of the Shares owned by MIL or such Affiliate unless (a) MIL or such Affiliate shall have sent to each other Shareholder (each a "Tag-Along Offeree") a written offer (the "Tag-Along Offer") to include in such Transfer all or any portion of such Tag-Along Offeree's Tag-Along Shares (as defined below) at the F-2 3 same price and on the same terms as MIL or such Affiliate shall Transfer its Shares and (b) such offer shall not have been accepted in the manner described in this Section 1.
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TRANSFERS BY. SHAREHOLDERS Except as otherwise provided in this Agreement, no Founder may Transfer any interest, direct or indirect, in all or any part of the Shares owned by such Shareholder (a) during the period beginning on the date hereof F-1 2 and ending on the date two years and 90 days after the date hereof (the "Grace Period") and (b) after the expiration of the Grace Period, unless, in the case of this clause (b) only, (i) the Selling Shareholder shall have made an offer to sell such Shares to the other Shareholders and the Company as provided in this Section 1.3 and (ii) such offer shall not have been accepted in the manner described in this Section 1.3. No Shareholder (including the Founders collectively) having beneficial ownership of less than 10% of the Common Stock at the time of any proposed Transfer by any other Shareholder shall have rights of first refusal as provided in this Section 1.3.
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Related to TRANSFERS BY

  • Transfers by Members No holder of Units shall Transfer any interest in any Units, except Transfers (a) pursuant to and in accordance with Sections 10.02 and 10.09 or (b) approved in advance and in writing by the Manager, in the case of Transfers by any Member other than the Manager, or (c) in the case of Transfers by the Manager, to any Person who succeeds to the Manager in accordance with Section 6.04. Notwithstanding the foregoing, “Transfer” shall not include (i) an event that terminates the existence of a Member for income tax purposes (including, without limitation, a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member), but that does not terminate the existence of such Member under applicable state Law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member) or (ii) any indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in the Corporation.

  • Transfers, etc (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws. (b) Each certificate representing Warrant Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such act and applicable state securities laws or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act. (c) The Company will maintain a register containing the name and address of the Holder of this Warrant. The Holder may change the Holder's address as shown on the warrant register by written notice to the Company requesting such change. (d) Subject to the provisions of clauses (a) and (b) of this Section 5, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency). Upon the presentation and surrender of such items to the Company, the Company shall execute and deliver to the transferee or transferees of this Warrant a new Warrant or Warrants, in the name of the transferee or transferees named in the assignment, and this Warrant shall at that time be canceled to the extent transferred.

  • Transfers by Landlord Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations hereunder and in the Building and Property referred to herein, and in such event and upon such transfer Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for the performance of such obligations.

  • Transfers of Rights This Agreement, and the rights and obligations of the Purchaser hereunder, may be assigned by such Purchaser to any partner, member, stockholder or affiliate of such Purchaser, or any person or entity for which Purchaser acts as trustee, and such transferee shall be deemed a "Purchaser" for purposes of this Agreement; provided that the transferee provides written notice of such assignment to the Company and agrees in writing to be bound hereby.

  • Transfers to QIBs The following provisions shall apply with respect to the registration or any proposed registration of transfer of a Note constituting a Restricted Note to a QIB (excluding transfers to Non-U.S. Persons): (i) the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on such Holder’s Note stating, or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on such Holder’s Note stating, or has otherwise advised the Issuer and the Registrar in writing, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) if the proposed transferee is an Agent Member, and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest in the Global Note, upon receipt by the Registrar of instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note in an amount equal to the principal amount of the Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred.