Transfer for Value Clause Samples
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.
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.
Transfer for Value. 26 (S) No Untrue or Inaccurate Representations or Warranties . . . . . . . . . . . . . . . . . . . . 26 4.2 Survival of Warranties and Representations . . . . . . . . . 26
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 ▇▇▇▇▇▇▇ or ▇▇▇▇▇, the other of them, and if the selling Shareholder is ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇, 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...