Transfer for value Sample Clauses

Transfer for value. Sec. 3. (1) Value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. Value does not include an unperformed promise made otherwise than in the ordinary course of the promisor's business to furnish support to the debtor or another person.
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Transfer for value. The parties hereto intend that the transfer of the U.S. Government Securities by the Company to the Trustee contemplated by Section 2.01 constitutes a completed transfer for value and, accordingly, that the transferred U.S Government Securities are intended no longer to be an asset of the Company. In case, however, it should be determined that such an outright transfer is not effected, the Company hereby assigns and pledges to the Trustee for the benefit of the holders from time to time of the Debentures, and grants to the Trustee for the benefit of the holders from time to time of the Debentures, security interests in the U.S. Government Securities transferred by the Company to the Trustee pursuant to Section 2.01, all other U.S. Government Securities transferred to or acquired by the Trustee hereunder, all cash, securities or other property from time to time held in the Collateral Account and all of its rights and privileges with respect thereto, and all income and profits thereon, and all interest, dividends and other distributions with respect thereto, and all proceeds of the foregoing.
Sample 1
Transfer for value. If any Shareholder desires to sell, convey, assign, transfer, hypothecate, pledge, or otherwise dispose of any or all of his or her shares in the Corporation for value, he or she shall first give the Corporation and each of the other Shareholders of the Corporation written notice of his or her intention to make such disposition. No such notice shall be given until Shareholder shall have first obtained a BONA FIDE written offer in good faith to purchase his or her shares. A copy of the offer setting forth the terms and conditions of the proposed purchase, with the names and addresses of the purchaser or purchasers shall be attached to the written notice. Upon receipt of the notice, the Corporation shall take steps necessary to have the Board of Directors consider the offer within thirty (30) days. If the Board of Directors decides to purchase the shares, it shall match the BONA FIDE written offer and acquire the shares of Shareholder in accordance with the terms and conditions of the offer. If the Board of Directors decides not to purchase the shares, then, if the selling Shareholder is xxXxxxx or Xxxxx, the other of them, and if the selling Shareholder is Xxxxxxx or Xxxxxxx, the other of them shall then have the option to purchase said shares, which option must be exercised within fifteen (15) days from the decision of the Board of Directors, but in no event more than forty-five (45) days from receipt of notice by the Corporation. In the event that the other Shareholder as described in the preceding sentence does not exercise his or her secondary right of first refusal, then the remaining Shareholders desiring to exercise their option to purchase may also exercise the option of the non-electing Shareholder, on a pro rata basis based upon Stock issued and outstanding owned by the electing Shareholders. In the event that the Corporation does not elect to purchase the shares within thirty (30) days from the giving of the notice, or any of the other Shareholders do not elect to purchase their pro rata portion of the shares within thirty (30) days of the Corporation's decision, then Shareholder shall be free to make the disposition of said shares strictly in accordance with the BONA FIDE written offer; provided, however, that such disposition shall be made within ninety (90) days after the other Shareholders decline to execute on their secondary right of first refusal, and in strict accordance with the terms and conditions of such BONA FIDE offer and shall be s...
Sample 1
Transfer for value. Section 3440.1(k) of the California Civil Code applies to the transfer of the Sale-Leaseback Equipment contemplated hereby. MICA acknowledges that the concessions granted by GE pursuant to this Agreement and the Scheduled Documents constitute reasonably equivalent value for the transfer of the Sale-Leaseback Equipment and the other consideration delivered by MICA and its Subsidiaries hereunder and under the Scheduled Documents.
Sample 1
Transfer for value. 26 (S) No Untrue or Inaccurate Representations or Warranties . . . . . . . . . . . . . . . . . . . . 26 4.2 Survival of Warranties and Representations . . . . . . . . . 26
Sample 1

Related to Transfer for value

  • Registration and Transfer of Shares (a) Any Transfer of any Shares shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement.

  • Transfer of Shares After Registration Each Purchaser agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • Transfer of Rights of First Refusal The rights of first refusal of each Major Investor under this Section 4 may be transferred to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.10.

  • Registration of Transfer of Receipts Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the holder in person or by a duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person entitled thereto.

  • Consideration for Transfer Notwithstanding anything to the contrary herein contained, except as may be required by Section 5 hereof, where a Transfer is made for consideration, in no event shall any such Transfer by Executive of Executive Securities be made under Section 6(c) or offered to be made under Section 6(b) for any consideration other than United States dollars payable in full upon consummation of such Transfer.

  • Exchange and Registration of Transfer of Notes Depositary 17 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 19 Section 2.07. Temporary Notes 20 Section 2.08. Cancellation of Notes Paid, Converted, Etc 21 Section 2.09. CUSIP Numbers 21 Section 2.10. Additional Notes; Repurchases 21 ARTICLE 3

  • Sale and Transfer of Shares (a) Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers free and clear of all Encumbrances.

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