Transfer Right Sample Clauses

Transfer Right. Both Parties will have the possibility to transfer part or the totality of their option or interest in the Claims at any time after the signature of this Agreement with the condition that any eventual buyer respects each and the entire terms of the Agreement.
AutoNDA by SimpleDocs
Transfer Right. The provisions of Section 6.4 of the Security Instrument beginning with the phrase, "Notwithstanding anything to the contrary contained in this Article 6, and in addition to the transfers permitted hereunder, following the sale of the Loan in a securitization, Lender's consent to a sale, assignment, or other transfer of the Property . . ." through the end of such Section 6.4, are hereby deleted in their entirety.
Transfer Right. Furthermore, at the election of the Seller, exercisable with respect to each Facility, upon prior written notice to the Buyer (the "Transfer Notice") at any time prior to the exercise of the Buyer's Call Right or the Seller's Put Right relating thereto, the Seller may transfer its interest in any Facility, the applicable portion of the Property relating thereto and the Lease Documents or the Future Financing Documents relating thereto to a Single Purpose Entity (the "Transfer Right"); provided, that, at its sole cost and expense, the Seller (A) complies with the provisions of Section 8.2 hereof and (B) obtains the following items and provides true and correct copies thereof to the Buyer prior to the consummation of the exercise of such Transfer Right: (I) all consents from any applicable Landlord or Future Lender whose consent is required under the applicable Lease Documents or Future Financing Documents and (II) all Permits from any Governmental Authorities that are required in connection with the Seller's exercise of its Transfer Right. Notwithstanding the foregoing and without limiting the terms of any other provisions set forth herein, none of the applicable Lease Documents or the applicable Future Financing Documents may be amended in connection with any exercise of the Seller's Transfer Right without the Buyer's prior written consent, which consent may be withheld in the Buyer's sole and absolute discretion; provided, however, that the Buyer may not withhold its consent to any amendment of any Lease Documents or Future Financing Documents, the sole effects of which are to substitute the Single Purpose Entity for the Seller under the applicable Lease Documents or Future Financing Documents and to evidence the applicable Landlord's or Future Lender's consent thereto, but does not amend any other substantive provisions of such Lease Documents or Future Financing Documents.
Transfer Right. In consideration of each payment made pursuant to Section 2 or Section 3, Fly hereby grants to the Commitment Provider the right to direct Fly, in respect of each Aircraft, to select an entity of the Commitment Provider’s choosing to be the Purchaser Nominee (as defined in the Portfolio C SPA or the Portfolio D SPA, as applicable) for such Aircraft provided that such entity satisfies the requirements set forth in the definition of “Purchaser Nominee” in the Portfolio C SPA or the Portfolio D SPA, as applicable, and subject to the Commitment Provider acting reasonably and providing the appropriate documentation.
Transfer Right. While the Insured is alive and the policy is in force, you may request to transfer all or part of any Subaccount Policy Value to another Subaccount(s) (subject to availability) or to the Fixed Account, or transfer all or part of the Fixed Policy Account Value to any Subaccount(s), (subject to availability). Transfers are subject to the lesser of: (1) the minimum transfer amount shown on page 3; and (2) the entire Subaccount Policy Value or Fixed Policy Account Value, and the additional restrictions on transfers from the Fixed Account. We reserve the right to modify, restrict, suspend, or eliminate the transfer right at any time, for any reason.
Transfer Right. If at any time during the eighteen (18) months following the date hereof (i) the Federal Trade Commission notifies Purchaser that the Commission has voted to commence an Antitrust Action, or (ii) the Federal Trade Commission or Department of Justice commences an Antitrust Action, Purchaser may, in its sole discretion and its sole option, 50
Transfer Right. 3.1 Subject to Clause Errorl Reference source not found. and the receipt by the Assignor of the Consideration Amount in accordance with Clause 2.1, the Assignor hereby transfers the Transfer Right to the Assignee with effect from the Effective Date.
AutoNDA by SimpleDocs
Transfer Right. If at any time during the eighteen (18) months following the date hereof (i) the Federal Trade Commission notifies Purchaser that the Commission has voted to commence an Antitrust Action, or (ii) the Federal Trade Commission or Department of Justice commences an Antitrust Action, Purchaser may, in its sole discretion and its sole option, 50 elect to sell, transfer and assign (the “Regulatory Sale”) the Purchased Assets (as the same may exist and be held by Purchaser or its Affiliates upon the date of the closing of the Regulatory Sale) (the “Sale Assets”) to the Seller Parent for an amount equal to the Base Purchase Price. Subject to the foregoing sentence, Purchaser may exercise its option to consummate the Regulatory Sale by delivering a written notice to the Sellers of its irrevocable agreement to sell, transfer and assign the Sale Assets to the Seller Parent (the “Sale Notice”) at any time prior to the date which is thirty (30) days following the date which is eighteen (18) months following the date of this Agreement; provided that (x) on the date of the delivery of the Sale Notice, an Antitrust Action is still ongoing or (y) the date of the delivery of the Sale Notice is within thirty (30) days following the Federal Trade Commission first notifying Purchaser at a time within eighteen (18) months following the date of this Agreement that the Commission has voted to commence an Antitrust Action. The closing of the Regulatory Sale shall take place on a date designated by Purchaser in the Sale Notice, which such date shall be a Business Day not less than thirty (30) days and not more than sixty (60) days following the delivery of the Sale Notice. The Regulatory Sale shall be consummated pursuant to a written asset purchase agreement to be negotiated and agreed upon in good faith by the Seller Parent and Purchaser; provided that (i) the Seller Parent shall be entitled to receive from Purchaser customary representations and warranties regarding good title to the Sale Assets, free and clear of Liens arising after the Closing Date, Purchaser’s authorization and or capacity to sell the Sale Assets, and that the agreement containing such representation and warranties is a valid and binding agreement, enforceable against Purchaser in accordance with its terms, and representations and warranties covering the following matters, generally on terms consistent with the representations and warranties set forth in this Agreement that cover these matters: no conflicts o...
Transfer Right. C1 and End User may transfer the Software at no additional cost from the operating system, computers, network servers or networks, and any other equipment where it is installed to any other operating system computers, network servers or networks of End user in accordance with the terms and conditions of the License grant.

Related to Transfer Right

  • Transfer Rights Subject to the provisions of Section 8 of this Warrant, this Warrant may be transferred on the books of the Company, in whole or in part, in person or by attorney, upon surrender of this Warrant properly completed and endorsed. This Warrant shall be canceled upon such surrender and, as soon as practicable thereafter, the person to whom such transfer is made shall be entitled to receive a new Warrant or Warrants as to the portion of this Warrant transferred, and Holder shall be entitled to receive a new Warrant as to the portion hereof retained.

  • per Right No fractional shares will be issued upon the exercise of any Right or Rights represented hereby (at the option of the Company, be represented by depositary receipts), but in lieu thereof, a cash payment shall be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights represented by the Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________. Attest: CENTRAL BANCORP, INC. By:_____________________________ By:_______________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfer unto _______________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________ attorney, to transfer this Rights Certificate on the books of Central Bancorp, Inc. with full power of substitution. Dated:______________________ ______________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Certificate ----------- (to be completed, if true) The undersigned hereby certifies that the Rights represented by this Rights Certificate are not Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement). Dated:______________________ ______________________________________ Signature Signature Guaranteed: Form of Reverse Side of Rights Certificate -- continued NOTICE The signature to the foregoing Assignment and the foregoing Certificate, if applicable, must correspond to the name as written upon the face of the Rights Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. In the event that the foregoing Certificate is not duly executed, with signature guaranteed, the Company shall deem the Rights represented by this Rights Certificate to be Beneficially Owned by an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such capitalized terms are defined in the Rights Agreement), and shall affix a legend to that effect on any Rights Certificate issued in exchange for this Rights Certificate. Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed by the registered holder if such holder desires to exercise the Rights Certificate.)

  • Transfer Restriction No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

  • Minimum Transfer Restriction Any Transferring Partner must Transfer not less than the lesser of (i) five hundred (500) Partnership Units or (ii) all of the remaining Partnership Units owned by such Transferring Partner, without, in each case, the Consent of the General Partner; provided, however, that, for purposes of determining compliance with the foregoing restriction, all Partnership Units owned by Affiliates of a Limited Partner shall be considered to be owned by such Limited Partner.

  • Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

  • Option Confers No Rights as Stockholder The Optionee shall not be entitled to any privileges of ownership with respect to shares of Stock subject to the Option unless and until purchased and delivered upon the exercise of the Option, in whole or in part, and the Optionee becomes a stockholder of record with respect to such delivered shares; and the Optionee shall not be considered a stockholder of the Company with respect to any such shares not so purchased and delivered.

  • Additional Transfer Restrictions (a) No transfer of the Residual Certificates shall be made unless the Master Servicer has consented in writing to such transfer. No Residual Certificate may be transferred to a Disqualified Organization. The Master Servicer will not consent to any proposed transfer (i) to any investor that it knows is a Disqualified Organization or (ii) if the transfer involves less than an entire interest in a Residual Certificate unless (A) the interest transferred is an undivided interest or (B) the transferor or the transferee provides the Master Servicer with an Opinion of Counsel obtained at its own expense to the effect that the transfer will not jeopardize the REMIC status of any related REMIC. The Master Servicer's consent to any transfer is further conditioned the Master Servicer's receipt from the proposed transferee of (x) a Residual Transferee Agreement, (y) a Benefit Plan Affidavit, and (z) either (A) if the transferee is a Non-U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 7-A to Exhibit 7 to the Standard Terms and a certificate of the transferor stating whether the Class R Certificate has "tax avoidance potential" as defined in Treasury Regulations Section 1.860G-3(a)(2), or (B) if the transferee is a U.S. Person, an affidavit in substantially the form attached as Exhibit 7-B to Exhibit 7 to the Standard Terms. In addition, if a proposed transfer involves a Private Certificate, (1) the Master Servicer or the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration or qualification exemption(s) relied upon to exempt the transfer from registration under the Act and all applicable state securities or "blue sky" laws, and (2) if the transfer is to be made within three years after the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, the Master Servicer or the Trustee also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Trustee or the Master Servicer. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the initial transfer of the Residual Certificates or their transfer by a broker or dealer, if such broker or dealer was the initial transferee. Notwithstanding the fulfillment of the prerequisites described above, the Master Servicer may withhold its consent to, or the Trustee may refuse to recognize, a transfer of a Residual Certificate, but only to the extent necessary to avoid a risk of disqualification of a related REMIC as a REMIC or the imposition of a tax upon any such REMIC. Any attempted transfer in violation of the foregoing restrictions shall be null and void and shall not be recognized by the Trustee.

  • General Transfer Restrictions The right of any Holder to Transfer any Shares held by it is subject to the restrictions set forth below.

Time is Money Join Law Insider Premium to draft better contracts faster.