Common use of Automatic Transfer Clause in Contracts

Automatic Transfer. For consideration of $1.00, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows. All of the Membership Interests of the Member shall be deemed to have been transferred to the Designated Transferee(s) designated as provided in Section 3(h), without further action by the Member, automatically and immediately upon the occurrence of any of the following events (each a “Transfer Event”); provided, however, that until the Designated Transferee(s) shall have been designated by Service Company pursuant to Section 3(h) and have obtained the Transfer Approval pursuant to Section 3(a), the Member shall continue to hold the Membership Interests in trust for the benefit of the Designated Transferee(s): (i) The Member’s death; (ii) The Member is adjudicated incompetent by any court of competent jurisdiction or becomes disabled such that he or she is unable with reasonable accommodation to render services on behalf of License Holder; (iii) The Member becoming disqualified under any applicable laws or the articles of organization or operating agreement of License Holder to continue to be a member of License Holder; (iv) The Member’s continued ownership of the Membership Interests would jeopardize License Holder’s or any Subsidiary’s continued ownership of applicable registration, permits or licenses necessary to conduct the business of License Holder or any Subsidiary or prohibit License Holder’s or any Subsidiary’s ability to pursue additional registrations, permits and licenses necessary for other locations; (v) The filing of a petition under the bankruptcy laws of the United States or any state with respect to the Member, License Holder or any Subsidiary, an assignment by the Member, License Holder or any Subsidiary for the benefit of creditors, or a receiver or trustee of the Member’s, License Holder’s or any Subsidiary’s rights or interests is appointed pursuant to any judicial proceeding; (vi) The Member is convicted of, pleads guilty or no contest to, any felony or any misdemeanor offense involving moral turpitude, dishonesty, theft, fraud or any other conduct that could reasonably be expected to impair the reputation or business of License Holder or any Subsidiary; (vii) The Member’s gross negligence, willful misconduct, fraud, dishonesty, misappropriation, embezzlement or theft with respect to License Holder or any Subsidiary, or the Member’s conduct, action, communication or failure to act that is materially disruptive, injurious or detrimental to License Holder, any Subsidiary or their practices or operations; (viii) The Member’s employment with Service Company terminates for any reason, if the Member is employed by the Service Company as of the date hereof or thereafter; (ix) The filing by or on behalf of the Member of any petition for or any other documents causing or intended to cause a judicial, administrative, voluntary or involuntary dissolution of License Holder or any Subsidiary, or causing or intended to cause a judicial, arbitral or administrative review or challenge to the enforceability of this Agreement or any agreement between License Holder and Service Company or their respective affiliates; (x) Any order is entered, or any settlement is reached, in any proceedings regarding the division of the Member’s property pursuant to a divorce or separate maintenance action, that awards or purports to award any ownership of or interest in any of the Membership Interests to any Person other than the Member; (xi) Any transfer or attempted or purported transfer of the Membership Interests or any portion thereof by the Member, or any person, individual, entity or governmental authority, to any person, individual or entity who is not the Designated Transferee(s) designated pursuant to Section 3(h), whether voluntarily or involuntarily, by operation of law, or in connection with a bankruptcy, insolvency or foreclosure proceeding, divorce or marital dissolution or otherwise; (xii) Any order, judgment or decree is entered by any court of competent jurisdiction against the Member in excess of $25,000; or (xiii) Any action by the Member, License Holder or any Subsidiary in violation or breach of any of the provisions of this Agreement.

Automatic Transfer. For consideration If an Offering Stockholder (a "Required Transferor") is required to Transfer shares of $1.00Stock to the other Purchaser (the "Transferee Stockholder") pursuant to this Agreement and the Required Transferor is unable or unwilling to Transfer such shares of Stock on or prior to the closing date for such Transfer, the receipt and sufficiency of which is hereby acknowledgedthen, the Parties agree as follows. All on such closing date, upon payment of the Membership Interests of purchase price therefor by the Member shall be deemed to have been transferred Transferee Stockholder to the Designated Transferee(s) designated as provided in Section 3(h), without further action by the Member, automatically and immediately upon the occurrence of any of the following events (each a “Transfer Event”); provided, however, that until the Designated Transferee(s) shall have been designated by Service Company pursuant to Section 3(h) and have obtained the Transfer Approval pursuant to Section 3(a), the Member shall continue to hold the Membership Interests in trust a segregated account for the benefit of the Designated Transferee(s): Required Transferor and compliance by the Transferee Stockholder with the remaining terms of such Transfer, the shares of Stock owned by the Required Transferor shall automatically, with no further action required to be taken by the Company or any other Person (iincluding the Required Transferor), be transferred to the Transferee Stockholders who have paid the purchase price therefor to the Company to hold in a segregated account. Thereafter, the Transferee Stockholder (upon payment of such purchase price to the Company to hold in a segregated account) The Member’s death; shall be deemed to be the holder of record of the number of shares of Stock of the Required Transferor which such Transferee Stockholder is entitled to purchase under this Agreement notwithstanding that certificates representing such shares of Stock shall not then be actually delivered to such Transferee Stockholder. Upon notice from the Company, the Required Transferor (iior its legal representative) The Member shall promptly surrender to the Transferee Stockholder, at the Company's principal office, certificates representing the shares of Stock so Transferred, duly endorsed in blank or accompanied by proper instruments of Transfer. Each Purchaser hereby appoints the Secretary of the Company as attorney-in-fact for such Purchaser with the power to execute such documents and take such other action to provide for the Transfer of the shares of Stock owned by such Purchaser in accordance with this Section 2.5. In addition, the Secretary of the Company is adjudicated incompetent hereby authorized to Transfer such shares of Stock on the books of the Company in accordance with this Agreement and without regard to the surrender of certificates representing such shares held by any court of competent jurisdiction or becomes disabled Required Transferor. Any such that he or she is unable with reasonable accommodation to render services on behalf of License Holder; (iii) The Member becoming disqualified under any applicable laws or the articles of organization or operating agreement of License Holder to continue to be certificates not surrendered as required by this Agreement shall become null and void upon such Transfer. Any amounts paid by a member of License Holder; (iv) The Member’s continued ownership of the Membership Interests would jeopardize License Holder’s or any Subsidiary’s continued ownership of applicable registration, permits or licenses necessary to conduct the business of License Holder or any Subsidiary or prohibit License Holder’s or any Subsidiary’s ability to pursue additional registrations, permits and licenses necessary for other locations; (v) The filing of a petition under the bankruptcy laws of the United States or any state with respect Transferee Stockholder to the Member, License Holder or any Subsidiary, an assignment by the Member, License Holder or any Subsidiary Company for the benefit of creditorsa Required Transferor that remain unclaimed at the end of two years from the date of payment may, or a receiver or trustee to the extent permitted by law, be retained by the Company and applied in the sole discretion of the Member’s, License Holder’s or any Subsidiary’s rights or interests is appointed pursuant to any judicial proceeding; (vi) The Member is convicted of, pleads guilty or no contest to, any felony or any misdemeanor offense involving moral turpitude, dishonesty, theft, fraud or any other conduct that could reasonably be expected to impair the reputation or business of License Holder or any Subsidiary; (vii) The Member’s gross negligence, willful misconduct, fraud, dishonesty, misappropriation, embezzlement or theft with respect to License Holder or any Subsidiary, or the Member’s conduct, action, communication or failure to act that is materially disruptive, injurious or detrimental to License Holder, any Subsidiary or their practices or operations; (viii) The Member’s employment with Service Company terminates for any reason, if the Member is employed by the Service Company as of the date hereof or thereafter; (ix) The filing by or on behalf of the Member of any petition for or any other documents causing or intended to cause a judicial, administrative, voluntary or involuntary dissolution of License Holder or any Subsidiary, or causing or intended to cause a judicial, arbitral or administrative review or challenge to the enforceability of this Agreement or any agreement between License Holder and Service Company or their respective affiliates; (x) Any order is entered, or any settlement is reached, in any proceedings regarding the division of the Member’s property pursuant to a divorce or separate maintenance action, that awards or purports to award any ownership of or interest in any of the Membership Interests to any Person other than the Member; (xi) Any transfer or attempted or purported transfer of the Membership Interests or any portion thereof by the Member, or any person, individual, entity or governmental authority, to any person, individual or entity who is not the Designated Transferee(s) designated pursuant to Section 3(h), whether voluntarily or involuntarily, by operation of law, or in connection with a bankruptcy, insolvency or foreclosure proceeding, divorce or marital dissolution or otherwise; (xii) Any order, judgment or decree is entered by any court of competent jurisdiction against the Member in excess of $25,000; or (xiii) Any action by the Member, License Holder or any Subsidiary in violation or breach of any of the provisions of this AgreementCompany.