Required Transfer Clause Samples

Required Transfer. UNIVERSITY and LICENSEE agree that LICENSEE shall supply materials to UNIVERSITY for their research in accordance with this Agreement upon prior written agreement. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Required Transfer. By a date that is not later than 30 days after the date of this Loan Agreement, (i) 100% of the membership interests in Borrower must be transferred to Preferred Apartment Communities Operating Partnership, L.P., and (ii) Borrower must provide to Lender (A) the Transfer Review Fee, (B) evidence of such transfer, which may be completed by the liquidation and dissolution of Ashford Park REIT, Inc., and (C) a copy of the amended or new operating agreement for Borrower showing the OP as the sole member and the manager or Borrower. The requirement in Section 6.13(a)(xxiv)(B) that 100% of the stock of the corporate springing member of Borrower be owned by the sole member of Borrower will not be deemed violated so long as the Transfer required by this Section 7.06 occurs as provided herein.

Required Transfer. The Retained Entity, the Canadian Retained Assets and the Canadian Retained Liabilities shall have been transferred.

Required Transfer. Upon the request of the General Partner, a Limited Partner shall transfer its Common Units to a partnership that will act as a holding entity for Common Units; provided that any such action with respect to any API Feeder shall be done only in a manner that preserves the terms and conditions applicable to such API Feeder, including the rights and authority of the applicable API Entity Representative.

Required Transfer. If at any time on or before September 30, 1998 the Company identifies a proposed Transferee of the Warrants who is willing to purchase for cash at least 100,000 Warrants (provided that if at the time of the proposed Transfer the Stockholder owns less than 100,000 Warrants, the proposed Transfer must involve all of the Warrants owned by the Stockholder) for a purchase price of at least $2.40 per Class A Warrant and/or for a purchase price of at least $3.50 per Class B Warrant and the Company has determined that the proposed Transfer would comply with the provisions of Sections 8.4 and 8.6, then upon notice by the Company to the Stockholder, the Stockholder shall Transfer the Class A Warrants and/or Class B Warrants to the proposed Transferee in accordance with the terms of the proposed Transfer specified in the Company's notice to the Stockholder.

Required Transfer. If and only if WV has exercised the Class A Exchange Option and the number of Shares which may be acquired pursuant to the exercise thereof has not been reduced by reason of the application of subsection 7.10(b) and either of the following apply: (a) (i) prior to April 25, 2000, there is an Initial Public Offering which public offering is made at a price per share which will yield not less than $35,000,000 of gross proceeds to the Company, Shares are listed on the Toronto Stock Exchange, New York Stock Exchange, NASDAQ or other stock exchange acceptable to WV, and the "market price" of such shares, as determined in accordance with the Applicable Securities Legislation then in effect, would yield to WV, if WV were to sell all of its Class A-1 Preferred Shares at the time of such Initial Public Offering, or if WV were to have converted such Class A-1 Preferred Shares at the time of such initial Public Offering, all of its Common Shares that WV shall have acquired as a result of its conversion of its Class A-1 Preferred Shares, a minimum 45% Compounded Cash on Cash Return after taking into account the reduced number of Shares which would be received by WV as a result of the application of this Section; and (ii) prior to April 25, 2002, Shares held by WV are not subject to an underwriters' lock-up and are otherwise freely tradeable (xx) in the United States either pursuant to Rule 144A of the United States Securities Act of 1933, as amended, without the requirement to file a registration statement, or as a result of the fact that a registration statement qualifying the WV Shares for trading shall have been filed by the Company, whether voluntarily or at the request of WV, or (xy) in Canada by reason of the Shares being listed and the requisite hold periods having expired, and in either case, the "market price" of such Shares, as determined in accordance with the Applicable Securities Legislation then in effect, would yield to WV, if WV were then to sell all of its portion of such Shares, a minimum 45% Compounded Cash on Cash Return after taking into amount the reduced number of Shares which would be held by WV as a result of the application of this Section, or (b) prior to April 25, 2000, there is either a cash sale of the combined assets of the Company and RoweCan or the shares of the Company and/or RoweCan which: (i) provides for payment in full of the purchase price in cash or by certified cheque or money order at the closing of the transaction; (ii) provid...

Required Transfer. 10 8.4 Restrictions on Sale and Resale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 8.5

Required Transfer