Buy-Sell Transfer Sample Clauses

Buy-Sell Transfer. A one-time Transfer (“Buy-Sell Transfer”) pursuant to a buy-sell agreement, operating agreement, joint venture agreement or similar agreement of the interests in BR Cxxxxxx XX FL Portfolio JV LLC, the sole member of Borrower.
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Buy-Sell Transfer. (A) If the name of the Buy-Sell Equity Investor is not specified in Section 1.02, then this Section 7.03(b)(iii) is not applicable.
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Buy-Sell Transfer. A one-time Transfer (“Buy-Sell Transfer”) pursuant to a buy-sell agreement, operating agreement, joint venture agreement or similar agreement of the interests in [CHOOSE ONE]_____________. [INSERT THE NAME OF BORROWER] [OR] ___________ [INSERT THE NAME OF THE CONSTITUENT ENTITY IN BORROWER IN WHICH THE BUY-SELL RIGHTS EXIST], the ______ of Borrower. [INSERT RELATIONSHIP TO BORROWER]
Sample 1
Buy-Sell Transfer. A one-time Transfer pursuant to a buy-sell agreement or similar agreement, including the appropriate provisions of the organizational documents of the Borrower, of the interests in Borrower of ____________ (“Managing Interest”) to (“Equity Interest”) (either by purchase of the ownership interest of the Managing Interest or replacement of the Managing Interest as the general partner, manager or managing member) or a Transfer of the Equity Interest to the Managing Interest held by BR VG Axx Arbor JV Member. LLC. a Delaware limited liability company ("Equity Interest") to Hxxxxxxx Equities #11 Limited Partnership. a Michigan limited partnership ("Buy-Sell Transfer"), provided that each of the following conditions is satisfied:
Sample 1
Buy-Sell Transfer. A one-time Transfer (“Buy-Sell Transfer”) pursuant to a buy-sell agreement, operating agreement, joint venture agreement or similar agreement of the interests in KBS SOR II LOFTS AT NOHO COMMONS, LLC, the sole member of Borrower
Sample 1
Buy-Sell Transfer. Neither Party shall transfer all or any part of its rights or obligations under this Agreement, except in conjunction with a transfer or termination of the Party’s ownership interest permitted by the Operating Agreement. Any such permitted assignment shall be subject to the consent requirements under the Operating Agreement. Nothing in this Section 6.1 requires that a Party’s rights and obligations under this Agreement be assigned in connection with the transfer of its ownership interest in the JV. Buy-sell provisions are further defined in the Operating Agreement.
Sample 1
Buy-Sell Transfer. (1) A one-time Transfer pursuant to a buy-sell agreement or similar agreement of the interests in Borrower of WAYPOINT BLUEROCK EXXXXX XX, LLC (“Managing Interest”) to WAYPOINT EXXXXX INVESTORS LP (“Equity Interest”) (either by purchase of the ownership interest of the Managing Interest or replacement of the Managing Interest as the general partner, manager or managing member) or (2) a one-time Transfer pursuant to a buy-sell agreement or similar agreement of the Equity Interest to the Managing Interest, together with a simultaneous one-time Transfer of the interest of Waypoint Exxxxx XX, LLC in Managing Interest to BR Exxxxx Managing Member, LLC (each alternative a “Buy-Sell Transfer”), provided that each of the following conditions is satisfied:
Sample 1
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Related to Buy-Sell Transfer

  • Exchange, Transfer or Assignment of Warrant This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.

  • Stop Transfer The Securities are restricted securities as of the date of this Agreement. Neither the Company nor any of its Subsidiaries will issue any stop transfer order or other order impeding the sale and delivery of any of the Securities at such time as the Securities are registered for public sale or an exemption from registration is available, except as required by state and federal securities laws.

  • Purchase and Conveyance The Seller, in exchange for the payment of the applicable Purchase Price by the Purchaser on the related Closing Date, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTL, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, on a servicing released basis. With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof. If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • Stop Transfer Order In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

  • Agreement Not to Offer or Sell Additional Shares During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than a registration statement on Form S-8 or as otherwise contemplated by this Agreement with respect to the Offered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) offer, issue and sell Shares or Related Securities, or issue Shares upon exercise, conversion or vesting of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (C) offer, issue and sell Shares or Related Securities in connection with any acquisition or strategic investment (including any joint venture, strategic alliance or partnership) as long as (1) the aggregate number of Shares issued or issuable does not exceed 5% of the number of shares of Shares outstanding immediately after the issuance and sale of the Offered Shares and (2) each recipient of any such Shares or Related Securities agrees to restrictions on the resale of securities that are consistent with the Lock-up Agreements for the remainder of the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

  • Agreement to Purchase and Sell Shares Subject to the terms and conditions of this Agreement, at the Closing (as herein defined), the Company shall sell and issue to the Purchaser, 48,077 shares of Common Stock (the shares of Common Stock purchased by the Purchaser, the “Purchased Shares”) for an aggregate purchase price of $25,000 and a per share purchase price of $0.52 (such amount being equal to the OTCQX closing transaction price of the Common Stock on the previous business day).

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