Transferees Clause Samples

Transferees. (a) Any Permitted Transferee or Permitted Designee of a Stockholder, or any Qualified Distribution Transferee in a Distribution Transaction, shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee, Permitted Designee or Qualified Distribution Transferee were Liberty (in the event of a Distribution Transaction, or if Liberty or a Permitted Transferee of Liberty is the transferor) or ▇▇▇▇▇▇ (if ▇▇▇▇▇▇ or a Permitted Transferee of ▇▇▇▇▇▇ is the transferor). Prior to the initial acquisition of beneficial ownership of any Common Shares by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee), and as a condition thereto, the applicable Stockholder agrees (i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) that (other than in the event of a Distribution Transaction) such Stockholder shall remain directly liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of such Permitted Transferees or Permitted Designees under this Agreement. Except as otherwise contemplated by this Agreement (including the terms of Section 4.2, Section 4.3 and Section 4.4 and pursuant to a Distribution Transaction), (i) each of ▇▇▇▇▇▇ and Liberty agrees not to cause or permit any of its respective Permitted Transferees to cease to qualify as a member of such Stockholder’s Stockholder Group so long as such Permitted Transferee beneficially owns any shares of Class B Common Stock, and if any such Permitted Transferee shall cease to be so qualified, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “Permitted Transferee” for any purpose under this Agreement and (ii) each Stockholder agrees not to Transfer any Common Shares to any Affiliate other than a Permitted Transferee of such Stockholder. (b) No Third Party Transferee shall have any rights or obligations under this Agreement, except: (i) in the case of a Third Party Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public Stockholder, such Third Party Transferee shall be subject to...

Transferees. No Third Party Transferee shall have any rights or obligations under this Agreement, except as specifically provided for in this Agreement and except that (a) if such Third Party Transferee shall acquire Beneficial Ownership of more than 5% of the outstanding Total Equity Securities upon consummation of any Transfer or series of related Transfers from a Stockholder, to the extent such Stockholder has the right to Transfer a Demand Registration and assigns such right in connection with a Transfer, such Third Party Transferee shall have the right to initiate one or more Demand Registrations pursuant to Section 7.08 or any registration rights agreement that replaces or supersedes Section 7.08 (and shall be entitled to such other rights that a Stockholder would have applicable to such Demand Registration) and (b) if such Third Party Transferee shall acquire Beneficial Ownership of 5% or less of the outstanding Total Equity Securities but shall acquire Beneficial Ownership of Company Common Shares (or other equity securities of the Company) with a Fair Market Value of at least $250,000,000 upon consummation of any Transfer or series of related Transfers from a Stockholder, to the extent such Stockholder has the right to Transfer a Demand Registration and assigns such right in connection with a Transfer, such Third Party Transferee shall have the right to initiate one (but not more than one) Demand Registration pursuant to Section 7.08 or any registration rights agreement that replaces or supersedes Section 7.08 (and shall be entitled to such other rights that a Stockholder would have applicable to such Demand Registration), provided that, in the case of this clause (b), such Third Party Transferee may exercise such Demand Registration only in connection with a registered public offering of Company Common Stock having a Fair Market Value at least equal to $100,000,000, subject (in each of clauses (a) and (b)) to the obligations of such Stockholder applicable to such demand (and the number of Demand Registrations to which such Stockholder is entitled under Section 7.08 hereof shall be correspondingly decreased).

Transferees. Any Partnership Interests owned by the Partners and transferred pursuant to this Article IX shall be and remain subject to all of the provisions of this Agreement.

Transferees. Notwithstanding anything to the contrary contained in this Agreement, no transferee of all or any portion of any Interest shall be admitted as a Member unless (a) such Interest is transferred in compliance with the applicable provisions of this Agreement, (b) such transferee shall have furnished evidence of satisfaction of the requirements of Section 9.02 reasonably satisfactory to the remaining Members, and (c) such transferee shall have executed and delivered to the Company such instruments as the remaining Members reasonably deem necessary or desirable to effectuate the admission of such transferee as a Member and to confirm the agreement of such transferee to be bound by all of the terms and provisions of this Agreement with respect to such Interest. At the request of the remaining Members, each such transferee shall also cause to be delivered to the Company, at the transferee’s sole cost and expense, a favorable opinion of legal counsel reasonably acceptable to the Company, to the effect that (i) such transferee has the legal right, power and capacity to own the Interest proposed to be transferred, (ii) if applicable, such Transfer does not violate any provision of any loan commitment or any mortgage, deed of trust or other security instrument encumbering all or any portion of the Company Property, and (iii) such Transfer does not violate any federal or state securities laws and will not cause the Company to become subject to the Investment Company Act of 1940, as amended. As promptly as practicable after the admission of any Person as a Member, the books and records of the Company shall be changed to reflect such admission. All reasonable costs and expenses incurred by the Company in connection with any Transfer of any Interest and, if applicable, the admission of any transferee as a Member shall be paid by such transferee.

Transferees. Any transferee to whom rights hereunder are transferred shall, as a condition to such transfer, deliver to the Company a written instrument by which such transferee agrees to be bound by the obligations imposed upon Rightsholders under this Agreement to the same extent as if such transferee were a party hereto.

Transferees. A transferee of all or a part of a Member’s Interest shall succeed to all or the transferred part of the Capital Account of the transferring Member.

Transferees. Any purchaser (or direct or indirect subsequent purchaser) of the Fee Estate or any interest in the Fee Estate shall be bound, as to subsequent Transfers, by Tenant’s ROFR, whether or not the instrument(s) of Transfer to such purchaser so state.

Transferees. 6.2.1. The Fund shall not recognize for any purpose any purported Transfer of all or any portion of the Interest of a Member unless the provisions of Section 6.1 shall have been complied with and there shall have been filed with the Fund a dated notice of such Transfer, in form satisfactory to the Manager, executed and acknowledged by both the seller, assignor or other transferor and the purchaser, assignee or other transferee, and (unless the Manager shall otherwise Consent) such notice (i) contains the acceptance by the purchaser, assignee or other transferee of all of the terms and provisions of this Agreement, including the provisions of Section 9.1, and its agreement to be bound thereby; (ii) represents that such Transfer was made in accordance with all applicable laws and regulations; and (iii) contains a power of attorney granted by the purchaser, assignee or other transferee to the Manager to execute this Agreement and all amendments hereto on its behalf. 6.2.2. Unless and until a purchaser, assignee or other transferee of an Interest becomes a Substituted Member, such purchaser, assignee or other transferee shall not be entitled to give Consent with respect to such Interest. 6.2.3. Any Member that Transfers its entire Interest shall cease to be a Member, and shall cease to have the rights of a Member hereunder. 6.2.4. Anything herein to the contrary notwithstanding, the Fund, Investment Adviser and the Manager shall be entitled to treat the transferor of an Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to it, until such time as all of the conditions to a Transfer under this Article VI have been met. 6.2.5. A Person who is the transferee of all or any portion of the Interest of a Member as permitted hereby but does not become a Substituted Member and who desires to make a further Transfer of such Interest, shall be subject to all of the provisions of this Article VI to the same extent and in the same manner as any Member desiring to make a Transfer of its Interest. 6.2.6. If the Manager approves the request by a Member to transfer its interest in any Fund or its obligations to make capital contributions to future Fund(s) from and/or attributable to a new individual or entity in accordance with this Section 6 (a “Permitted Transferee”), then: (a) the Program Contributions of such Permitted Transferee shall be deemed to equal the proportionate share of the transferring Member...

Transferees. No Third Party Transferee shall have any rights or obligations under this Agreement, except as specifically provided for in this Agreement and except that if such Third Party Transferee shall acquire Beneficial Ownership of more than 5% of the outstanding Total Equity Securities upon consummation of any Transfer or series of related Transfers from a Stockholder, to the extent such Stockholder has the right to Transfer a Demand Registration and assigns such right in connection with a Transfer, such Third Party Transferee shall have the right to initiate one or more Demand Registrations pursuant to Section 6.07 or any registration rights agreement that replaces or supersedes Section 6.07 (and shall be entitled to such other rights that a Stockholder would have applicable to such Demand Registration), subject to the obligations of such Stockholder applicable to such demand (and the number of Demand Registrations to which such Stockholder is entitled under Section 6.07 hereof shall be correspondingly decreased).