Required Transfer Clause Samples

The Required Transfer clause obligates one party to transfer certain assets, rights, or interests to another party under specified conditions. Typically, this clause outlines the circumstances triggering the transfer, such as a change in ownership, regulatory requirement, or upon the occurrence of a particular event, and details the process and timing for completing the transfer. Its core function is to ensure that essential assets or rights are promptly and efficiently transferred when necessary, thereby reducing uncertainty and facilitating compliance with contractual or legal obligations.
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 in the TPG Operating Group Partnerships.
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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.
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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.
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Required Transfer. The Retained Entity, the Canadian Retained Assets and the Canadian Retained Liabilities shall have been transferred.
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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.
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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.
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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...
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Required Transfer. 10 8.4 Restrictions on Sale and Resale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 8.5
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Required Transfer 
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Related to Required Transfer

  • Qualified Transferee Any Transfer of a Partnership Interest shall be made only to a single Qualified Transferee; provided, however, that, for such purposes, all Qualified Transferees that are Affiliates, or that comprise investment accounts or funds managed by a single Qualified Transferee and its Affiliates, shall be considered together to be a single Qualified Transferee; and provided, further, that each Transfer meeting the minimum Transfer restriction of Section 11.3.A(4) hereof may be to a separate Qualified Transferee.

  • Permitted Transfer Notwithstanding anything in this Article 5 to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).

  • Valid Transfer This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the Trust. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Notes. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Date, in payment for such purchase of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders (or the Trustee on behalf of the Noteholders).

  • Notice of Restricted Transfer Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of Shares that will or may violate Section 13.2(a) or any Person who would have owned Shares that resulted in a transfer to the Trust pursuant to the provisions of Section 13.2(b) shall immediately give written notice to the Company of such event or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide to the Company such other information as the Company may request in order to determine the effect, if any, of such Transfer or Non-Transfer Event on the Company’s qualification as a REIT.

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.