Transfer Events Sample Clauses
Transfer Events. Without limiting the foregoing, the following events constitute a Transfer:
(1) Subject to Article 22(b) above, if Buyer is an individual and Buyer dies and Buyer’s interest in this Agreement is transferred, whether by will or operation of Law;
(2) Buyer becomes bankrupt or insolvent, Buyer makes an assignment for the benefit of creditors, or a proceeding is instituted under the Bankruptcy Code, and, if it is an involuntary proceeding, Buyer or other affected party has not had it dismissed within 60 days;
(3) A writ of attachment or execution is levied on this Agreement and is not removed by Buyer within 30 days;
(4) A receiver is appointed with authority to take over Buyer’s interest in this Agreement and is not removed within 60 days in any proceeding or action to which Buyer is a party;
(5) If Buyer is a partnership or a limited liability partnership, a withdrawal or any change of interest (voluntary, involuntary or by operation of Law) of any partner or the dissolution of the partnership; provided, however, a Transfer of interests between existing partner is not a Transfer requiring Seller’s prior consent;
(6) If Buyer is a limited liability company or a corporation, any dissolution, merger, consolidation or other reorganization, or other arrangement having similar effect, or the Transfer by Buyer or any member or shareholder with a controlling interest or more of the voting shares of the capital stock of Buyer or of any lesser interest which cumulatively vests a controlling interest of such voting shares in the transferee; provided, however, if Buyer Transfers more than 25% of the interest in any one year or more than 49% of the interest over the term of this Agreement, Buyer must obtain Seller’s consent in accordance with Article 22(a) above; and
(7) If Buyer is composed of more than one person, any change of interest (voluntary, involuntary or by operation of Law) of any such person.
Transfer Events. Transfer Events" has the meaning set forth in Section 7.4(b). -----------------
Transfer Events. By executing this Agreement, the Stockholder --------------- hereby agrees that all of the shares of Stock owned by the Stockholder (or held by any heir, personal representative, estate, successor or assignee of the Stockholder) shall be transferred, or deemed transferred, to the Designated Transferee (as defined below) immediately and without further action by the Stockholder upon the date of any of the following events (each a "Transfer Event"):
(i) the Stockholder's date of death;
(ii) the date the Stockholder is determined by a court of competent jurisdiction to be incompetent;
(iii) the date the Stockholder becomes permanently disabled so as to be unable to render any professional services on behalf of Medical Group for a period of at least sixty (60) consecutive days;
(iv) the date the Stockholder becomes disqualified, under applicable law, whether by loss of his or her license to practice medicine, or otherwise, to be a shareholder of Medical Group;
(v) the date the Stockholder is convicted of any felony or any crime of moral turpitude, whether or not a felony;
(vi) the date of termination or notice of intent to terminate, whichever first occurs, of the Medical Director Agreement ("MDA") of even date herewith between DCA of South Georgia, LLC and Medical Group;
(vii) the date upon which any of the shares of Stock held by the Stockholder are transferred or attempted to be transferred voluntarily, involuntarily by operation of law or otherwise to any person who is not the Stockholder's immediate successor as the Medical Group's designated Medical Director under the MDA;
(viii) the date upon which the Stockholder ceases to be Medical Group's designated Medical Director under the MDA;
(ix) the date of termination, change, or material breach of the Employment Agreement of even date herewith between Medical Group and the Stockholder; or
(x) the date of filing any petition for or other document that causes, or is intended to cause, a judicial, administrative, voluntary or involuntary dissolution of Medical Group.
Transfer Events. Licensee shall acquire, subject to Section 3.1, a perpetual right and license to access, use, execute, display, modify, market, sell, transfer, distribute, develop and sublicense the Products without restriction and notwithstanding Article 4, either: (a) upon the 156 bankruptcy (whether voluntary or involuntary and which shall not have been dismissed or a stay obtained within 60 days thereafter) of, dissolution or liquidation of, assignment for the benefit of creditors of, or imposition of a receiver with respect to, Licensor, or (b) in the event Licensor is incapable of providing to Licensee the services required by this Article 1, and such incapability continues for a period in excess of 60 days subsequent to Licensee's notice to Licensor. In such event, Licensor (or its legal representative(s), as applicable) shall take all actions necessary to enable Licensee to exercise such right and license in the continuation of Licensee's business and operations, including providing to Licensee the source code and object code and all compiled web programming language that underlies the Products and all related documentation. Notwithstanding the provisions of Section 1.4 below, Licensee shall acquire all right, title and interest in and to all developments and modifications of the Products undertaken by Licensee subsequent to the occurrence of any of the events described in the first sentence of this Section.
Transfer Events. 11.1 The Shareholders agree that the provisions of this Clause 11 (Transfer Events) shall apply when a Transfer Event occurs at any time. It is a “Transfer Event” in relation to a Shareholder if:
Transfer Events. 11.1. The Shareholders agree that the provisions of this Clause 11 (Transfer Events) shall apply when a Transfer Event occurs at any time. It is a “Transfer Event” in relation to a Shareholder if:
a. that Shareholder purports to effect a Disposal of any Shares in breach of this Agreement or the Articles;
b. where the Shareholder is the FF Party, the FF Party, or the (direct or indirect) parent of the FF Party, undergoes a Change of Control without the prior consent of the BF Party. For the purposes of this Clause 11, a Change of Control shall be deemed to have occurred where the FF Party ceases to be Controlled, in aggregate, by the individuals who, in aggregate, Controlled the FF Party as of the date of the Share Purchase Agreement;
c. that Shareholder commits a material breach of this Agreement or the Articles which, if capable of remedy, has not been remedied within twenty (20) Business Days of the Significant Shareholders (other than that Shareholder) and/or the Company requiring such remedy;
d. an order is made by a court of competent jurisdiction or resolution passed for the winding‑up of that Shareholder or any parent of the Shareholder, or a moratorium is obtained by that Shareholder or any parent of the Shareholder or any voluntary arrangement or composition is proposed or made with the creditors of that Shareholder or parent; or
e. a liquidator, administrator, administrative receiver, monitor or any other receiver or manager is appointed in respect of that Shareholder or any parent of the Shareholder.
11.2. If a Transfer Event occurs in relation to a Shareholder (the “Defaulting Shareholder”) that Shareholder, together with any other members of its Shareholder Group, shall give notice of such event (a “Notice of Transfer Event”) to the Significant Shareholders (other than that Shareholder) (such Significant Shareholder(s) being “Non-Defaulting Shareholder(s)”) as soon as possible. If the Defaulting Shareholder fails to serve a Notice of Transfer Event on the Non-Defaulting Shareholders, it shall be deemed to have done so on the date on which each Non-Defaulting Shareholder becomes aware of the Transfer Event.
11.3. Where the Transfer Event to which the Notice of Transfer Event relates occurs prior to the expiry of the Deferred Exercise Period, the Non-Defaulting Shareholders may by notice to the Defaulting Shareholder irrevocably elect that the Transfer Event be treated as an Acceleration Event.
11.4. Where the Transfer Event to which the Notice ...
Transfer Events