Transfers by Purchasers Sample Clauses

The "Transfers by Purchasers" clause defines the conditions under which a purchaser may transfer their rights or interests under an agreement to another party. Typically, this clause outlines any restrictions, such as requiring the seller’s consent or meeting certain criteria before a transfer is permitted, and may specify exceptions for transfers to affiliates or in connection with corporate restructuring. Its core function is to control and manage the assignment of contractual rights, thereby protecting the interests of the original parties and ensuring that obligations are not inadvertently shifted to unsuitable or unknown third parties.
Transfers by Purchasers. Each Purchaser shall be entitled to transfer, with the consent of the Issuers, such consent not to be unreasonably withheld or delayed (it being understood that the Issuers’ consent may be withheld or delayed pending resolution of the amendments to the Note Documents contemplated by Section 12.06(i)) and not required for a transfer (x) to or in favor of any Affiliate of such Purchaser or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers) or (y) during the continuance of an Event of Default, (i) Notes, in an aggregate principal amount greater than or equal to $1,000,000 thereof (provided that in the case of a transfer of Notes to or in favor of any Affiliate of such Purchaser or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers), no minimum shall apply); and (ii) Delayed Draw Note Commitments (with the consent of the Required Purchasers, which is not required for a transfer to or in favor of any Affiliate of such Purchaser or any or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, (x) Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers and (y) the transferring Purchaser remains obligated to fund the amount of its transferred Delayed Draw Note Commitments if the transferee fails to fund when required to do so pursuant to the terms hereof); provided that in no event shall any equityholder of Parent (other than a Purchaser, its Affiliates or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers)) or any Subsidiary or any of their respective Affiliates purchase or be the recipient of a transfer of any Note without the prior written consent of the Required Purchasers; provided, further, that in no event shall a Defaulting Purchaser purchase or be the recipient of a transfer of any Note or Delayed Draw Note Commitment while such Purchaser is a Defaulting Purchaser; provided, further,...
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Transfers by Purchasers. Each Purchaser shall be entitled to transfer, without restriction (but other than to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person) or a Disqualified Institution) and subject to the consent of the Issuer (such consent not to be unreasonably withheld or delayed) unless (1) an Event of Default has occurred and is continuing at the time of such transfer or (2) such transfer is to a Purchaser, an Affiliate of a Purchaser, any Approved Fund or any limited partner or other investor in a fund managed by a Purchaser and through which such Purchaser holds Notes), any Note or Commitment held by such Purchaser; provided that in no event shall any equity holder of the Issuer (other than a Purchaser, its Affiliates, any Approved Fund or any limited partner or other investor in a fund managed by a Purchaser and through which such Purchaser holds Notes) or any Subsidiary or any of their respective Affiliates purchase or be the recipient of a transfer of any Note without the prior written consent of the Required Purchasers. For the avoidance of doubt, the Agent shall have no obligation with respect to, and shall bear no responsibility or liability for, the monitoring or enforcing of the list of Persons who are Disqualified Institutions (or any provisions relating thereto) at any time. Notwithstanding anything herein to the contrary, the Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the foregoing provisions of this paragraph relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Purchaser or participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of notes or commitments under this Agreement, or disclosure of confidential information, to any Disqualified Institution.
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Transfers by Purchasers. Each Purchaser shall be entitled to transfer, without restriction (subject to compliance with the Securities Act and any state securities laws), any Convertible Note held by such Purchaser.
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Transfers by Purchasers. Each Purchaser shall be entitled to transfer, without restriction (but other than to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person)) and subject to the consent of the Issuer (such consent not to be unreasonably withheld or delayed) unless (1) an Event of Default has occurred and is continuing at the time of such transfer or (2) such transfer is to a Purchaser, an Affiliate of a Purchaser, any Approved Fund or any limited partner or other investor in a fund managed by a Purchaser and through which such Purchaser holds Notes), any Note held by such Purchaser; provided that in no event shall any equity holder of the Issuer (other than a Purchaser, its Affiliates, any Approved Fund or any limited partner or other investor in a fund managed by a Purchaser and through which such Purchaser holds Notes) or any Subsidiary or any of their respective Affiliates purchase or be the recipient of a transfer of any Note without the prior written consent of the Required Purchasers.
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Transfers by Purchasers. Any Purchaser may at any time, without the consent of the Issuer, sell, assign or transfer to any Person all or any part of, or any interest in: (i) any or all Notes (or any portion thereof) and/or any other Note Document or any of its rights or benefits hereunder or thereunder; and/or (ii) any of such Purchaser’s obligations any or all Notes (or any portion thereof) and/or any other Note Document, including any and all Delayed Draw Note Commitments (or any portion thereof). Each purchaser, assignee or transferee pursuant to this Section 12.06(b) shall provide the Issuer and the Collateral Agent with (x) prompt written notice of any assignment or other transfer that is effected and (y) concurrently with any such assignment or other transfer, an officer’s certificate from an authorized Person of such purchaser, assignee or transferee certifying to the matters contemplated by Article VI-A. All sales, assignments or transfers pursuant to this Section 12.06(b) shall be made in accordance with all applicable requirements of the Securities Act of 1933 and any applicable securities laws of any U.S. state.
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Transfers by Purchasers. Each Purchaser shall be entitled to transfer, without restriction, Notes, in an aggregate principal amount greater than or equal to €500,000 or a whole multiple in excess of €100,000 in excess thereof; provided that in no event shall any equity holder of the Issuer (other than a Purchaser, its Affiliates or any limited partner or other investor in a fund managed by a Purchaser and through which such Purchaser holds Notes) or any Subsidiary or any of their respective Affiliates purchase or be the recipient of a transfer of any Note without the prior written consent of the Required Purchasers.
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Transfers by Purchasers. Each Purchaser shall be entitled to transfer, without restriction, except as provided herein, (i) Warrants, in any amounts and at any time, subject to the terms and conditions of the Warrants and applicable securities laws; (ii) Notes (with the consent of the Issuer, such consent not to be unreasonably withheld or delayed, and not required during the continuance of an Event of Default or in the case of a transfer to an Affiliate of such Purchaser), in an aggregate principal amount greater than or equal to $1,000,000 thereof (provided that in the case of a transfer of Notes to or in favor of any Affiliate of such Purchaser, no minimum shall apply); and (iii) Delayed Draw Note Commitments (with the consent of the Issuer, such consent not to be unreasonably withheld or delayed, and not required during the continuance of an Event of Default or in the case of a transfer to an Athyrium Affiliate, and the consent of the Required Purchasers); provided that in no event shall any equityholder of the Issuer (other than a Purchaser, its Affiliates or any limited partner or other investor in a fund managed by a Purchaser and through which such Purchaser holds Notes and/or Warrants, as applicable) or any Subsidiary, the Issuer or any of its Subsidiaries or any of their Affiliates purchase or be the recipient of a transfer of any Warrant or Note without the prior written consent of the Required Purchasers. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Article VIA as of the date of transfer.
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Related to Transfers by Purchasers

  • 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.

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • Representations by Purchasers; Resale by Purchasers (a) Each Purchaser severally represents and warrants to the Company and the Guarantors that it is an institutional “accredited investor” within the meaning of Rule 501(a)(1),(2),(3) or (7) under the Securities Act. (b) Each Purchaser severally acknowledges that the Notes have not been registered under the Securities Act and represents and warrants to, and agrees with, the Company and the Guarantors that it will not offer or sell the Offered Securities within the United States or to, or for the account or benefit of, U.S. persons, except (i) pursuant to Rule 144A or any other exemption from the registration requirements of the Securities Act, if available, or (ii) to non-U.S. persons outside the United States, in accordance with Regulation S. Each Purchaser severally represents and agrees that it has offered and sold the Notes, and will offer and sell the Notes (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 or Rule 144A. Accordingly, neither such Purchaser nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Notes, and such Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Rule 144A and Regulation S. Each Purchaser severally agrees that, at or prior to confirmation of sale of the Notes, other than a sale pursuant to Rule 144A, such Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Notes from it during the restricted period a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings given to them by Regulation S.” Terms used in this subsection (b) have the meanings given to them by Regulation S. (c) Each Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the Notes except for any such arrangements with the other Purchasers or affiliates of the other Purchasers or with the prior written consent of the Company. (d) Each Purchaser severally agrees that it and each of its affiliates will not offer or sell the Notes in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c), including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Each Purchaser severally agrees, with respect to resales made in reliance on Rule 144A of any of the Notes, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Notes has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

  • Deliveries by Purchaser At the Closing, Purchaser will deliver or cause to be delivered to Sellers the following:

  • 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.