Transfers to Related Parties Sample Clauses

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Transfers to Related Parties. (a) Subject to Section 2.1(a), 2.1(c) and 2.1(d), each Holder shall be entitled, from time to time and at any time, to Transfer Shares to any of its Related Parties, so long as such Related Party becomes a party to, and agrees to be bound by and to observe and perform the obligations under, this Agreement in respect of the Shares Transferred to the same extent as such Holder pursuant to an instrument reasonably satisfactory to the Company. (b) Upon a Transfer effected in accordance with this Section 2.2, (i) such Related Party shall be entitled to the same benefits (on a ratable basis) as such Holder had under this Agreement, and shall be deemed to be a “Holder,” in respect of the Shares Transferred and (ii) if such Holder continues to hold any Shares after such Transfer, such Holder shall be entitled to the same benefits and subject to the same obligations (on a ratable basis) as such Holder had under this Agreement prior to such Transfer in respect of the Shares so held.
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Transfers to Related Parties. Meridian and Constellation shall each have the absolute and unrestricted right to assign or transfer any portion of its Interest as a General Partner to any Entity owned by Meridian or Constellation, respectively, or to any Entity controlled by the same Persons which control Meridian or Constellation, respectively, without giving the Partners a right of first offer pursuant to this Article V. Meridian shall also have the absolute and unrestricted right to assign or transfer any portion of its Interest as a General Partner to one or more of its shareholders without giving the Partners the right of first offer pursuant to this Article V.
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Transfers to Related Parties. Commented [BOR34]: Helsinki University Funds and Investors have a right to transfer their Shares to their related parties.
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Transfers to Related Parties. (A) Any Participant may, without the consent of any other Participant, transfer all or any portion of its rights and interests as described in paragraphs 3.2 and 3.3 above to one or more Related Parties by license, contribution to capital, or other appropriate transfer device. Specifically, the Participants acknowledge that STIC's Cost Share will be calculated with reference to the rights for Malaysia and Thailand, and that STIC intends to make such rights available to its subsidiaries: Penang Seagate Industries (M) Sdn. Bhd., Perai Seagate Storage Products Sdn. Bhd., and Seagate Technology (Thailand) Limited (hereinafter collectively referred to as the "Subsidiaries"). STIC intends to seek compensation for the applicable payments of Cost Share relating to the rights made available to the Subsidiaries, and it is understood that such compensation may be made through cash payment or the issuance of shares to STIC, or through any other appropriate means. Accordingly, STIC will treat payments of Cost Share relating to such Malaysian and Thailand rights as neither an expense nor a reduction in its earnings and profits. The Minimum Payments and Base Period Incomes otherwise attributable to the Subsidiaries will be included with the Minimum Payment and Base Period Income of STIC for purposes of determining STIC's Cost Share. (B) Notwithstanding any other provisions of this paragraph 3.6, STUS may, from time to time and by agreement with STIC and the Subsidiaries, receive cash payments directly or indirectly from the Subsidiaries with respect to the portion of the Cost Share payable by STIC relating to rights in Malaysia and Thailand.
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Transfers to Related Parties. (a) A Limited Partner's Interest may be transferred without the consent of the Managing Partner upon the following events, subject to the provisions of Section 6.05(c) and the requirement that written verification of the applicable event and proper documentation is delivered to the Managing Partner prior to transfer: (i) the death of an individual Limited Partner; (ii) the termination of a trust that is a Limited Partner; or (iii) the dissolution or reorganization of a partnership or corporation that is a Limited Partner. (b) A transferee pursuant to this Section 6.05 shall comply with the provisions of Section 6.02(d) hereof. (c) If a transfer pursuant to this Section 6.05 would result in a Limited Partner's holding a Percentage Interest of less than .21875%, the Partnership shall have the right, but not the obligation, to redeem the Limited Partner's Interest. A Limited Partner or his personal representative (if the Limited Partner is deceased) seeking to make a Transfer described in this Section 6.05(c) shall deliver Notice of the proposed Transfer to the Managing Partner. The Managing Partner shall have 30 days to elect to exercise the option granted in this Section 6.05(c) by delivering Notice of exercise to the Limited Partner. The closing of the purchase shall be 30 days after the delivery of the Notice of election. The purchase price for the Interest shall be an amount equal to (x) 80% of (i) the aggregate value of the Partnership 's assets determined pursuant to Section 4.01(c) minus (ii) the aggregate liabilities of the Partnership as of the appraisal date, (y) multiplied by the Percentage Interest.
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Transfers to Related Parties. Notwithstanding anything in this Section 10 to the contrary, any Limited Partner may sell, assign or Transfer all or any part of its interest in the Partnership to any corporation which is a Related Party with such Limited Partner without the Consent or agreement of any other Partner, 39 and any such Related Party shall, upon such sale, assignment or Transfer become a Substitute Limited Partner without the further Consent or agreement of any other Partner; PROVIDED, HOWEVER, that such Related Party shall comply with the requirements of Section 10.2(a) of this Agreement. Except as provided in this Section 10.5, no such sale, assignment or Transfer shall require any prior written notice to, or be subject to any election to purchase such interest in favor of any other Partner as otherwise provided in Section 10.2 hereof. Prior to or promptly following any such sale, assignment or Transfer by any Limited Partner, such Limited Partner shall give written notice to all other Partners advising of such sale, assignment or Transfer and identifying the Related Party to which the same was made and identifying the interest owned or to be owned by it.
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Transfers to Related Parties. Transfers shall be permitted, whether by devise, gift or sale, to a Related Party, as defined herein. Such transfer shall not require the consent of the Manager or any other Member.
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Transfers to Related Parties. (a) A Limited Partner's Interest may be transferred without the consent of the Managing Partner upon the following events, subject to the provisions of Section 6.05(c): (i) the death of an individual Limited Partner; (ii) the termination of a trust that is a Limited Partner, or (iii) the dissolution or reorganization of a partnership or corporation that is a Limited Partner. (b) A transferee pursuant to this Section 6.05 shall comply with the provisions of Section 6.02(d) hereof. (c) If a transfer pursuant to this Section 6.05 would result in a Limited Partner's holding a Percentage Interest of less than .21875%, the Partnership shall have the right, but not the obligation, to redeem the Limited Partner's Interest. A Limited Partner or his personal representative (if the Limited Partner is deceased) seeking to make a Transfer described in this Section 6.05(c) shall deliver Notice of the proposed Transfer to the Managing Partner. The Managing Partner shall have 30 days to elect to exercise the option granted in this Section 6.05(c) by delivering Notice of exercise to the Limited Partner. The closing of the purchase shall be 30 days after the delivery of the notice of election. The purchase price for the Interest shall be an amount equal to (x) 80% of (i) the aggregate value of the Partnership's assets determined pursuant to Section 4.01(c) minus (ii) the aggregate liabilities of the Partnership as of the appraisal date, (y) multiplied by the Percentage Interest.
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Transfers to Related Parties. Paragraph XI, 1 shall not apply to: The transfer of a Limited Partnership Interest by a Partner who is a partnership to a partner of such Partner in complete dissolution of such Partner; The transfer of a Limited Partnership Interest by a Partner to another Partner upon the merger of such Partner into the other Partner; The transfer of a Limited Partnership Interest by gift, bequest, devise or inheritance outright or in trust. XII TERMINATION OF THE GENERAL PARTNER --------------------------------------
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Related to Transfers to Related Parties

  • Transfers to Affiliates Notwithstanding the provisions of Section 7.1, a Partner may, without the consent of the other Partner, Transfer all or a portion of its Interest to an Affiliate of such Partner, so long as such Affiliate is admitted to the Partnership as a Partner pursuant to Section 7.3, and provided further that such Affiliate is not a Benefit Plan Investor.

  • 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.

  • Transfers to Non-U.S. Persons The following provisions shall apply with respect to any transfer or exchange of a Restricted Security to a Non-U.S. Person under Regulation S: (i) the Registrar shall register any proposed transfer or exchange of a Restricted Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor and such certifications, legal opinions and other information as the Issuers may reasonably require; and (ii) (A) if the proposed transferor is a Participant holding a beneficial interest in the Rule 144A Global Note or the IAI Global Note or the Note to be transferred or exchanged consists of Physical Notes, upon receipt by the Registrar of (x) the documents required by paragraph ‎(i) and (y) instructions in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and direct the Depository to decrease the principal amount of the Rule 144A Global Note or the IAI Global Note, as the case may be, in an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Note or the IAI Global Note, as the case may be, to be transferred or exchanged or cancel the Physical Notes to be transferred or exchanged, and (B) if the proposed transferee is a Participant, 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 direct the Depository to increase the principal amount of the Permanent Regulation S Global Note in an amount equal to the principal amount of the interest in the Rule 144A Global Note, interest in the IAI Global Note or the principal amount of the Physical Notes, as the case may be, to be transferred or exchanged.

  • Amendment Relating to Transfers to Disqualified Organizations ▇▇▇▇▇▇ Mae and the Trustee may, without the consent of any Holders of the Certificates, upon notice to the Holders of the Residual Certificates, notwithstanding any provisions hereof to the contrary, amend this Trust Agreement in such manner as ▇▇▇▇▇▇ ▇▇▇ may direct; provided, however, that any such amendment shall be limited to such matters as, in the judgment of ▇▇▇▇▇▇ Mae, based upon the written advice of its tax counsel, are reasonably necessary (i) to ensure that the record ownership of, or any beneficial interest in, any Residual Certificate is not transferred, directly or indirectly, to a Disqualified Organization; and (ii) to provide for a means to compel the transfer of any Residual Certificate which is held by a Disqualified Organization to a Holder which is not a Disqualified Organization.

  • Transfers to Non-U (i) Prior to the expiration of the Restricted Period, the Registrar shall register any proposed transfer of an Initial Certificate to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit A hereto from the proposed transferor. (ii) After the expiration of the Restricted Period, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Certificate to be transferred is a Restricted Definitive Certificate or an interest in a Restricted Global Certificate, upon receipt of a certificate substantially in the form of Exhibit A from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iii) Upon receipt by the Registrar of (x) the documents, if any, required by clause (ii) and (y) instructions in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount of such Restricted Global Certificate in an amount equal to the principal amount of the beneficial interest in such Restricted Global Certificate to be transferred, and, upon receipt by the Registrar of instructions given in accordance with DTC'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 Regulation S Global Certificate in an amount equal to the principal amount of the Restricted Definitive Certificate or the Restricted Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Definitive Certificate, if any, so transferred or decrease the amount of such Restricted Global Certificate.