Transferees and Assignees Clause Samples
The "Transferees and Assignees" clause defines the rights and obligations of parties who receive an interest in the contract through transfer or assignment. Typically, this clause outlines whether and how a party may transfer its rights or delegate its duties to another entity, and may require prior written consent or set conditions for such transfers. Its core function is to control and clarify the process of changing parties to the agreement, thereby preventing unauthorized transfers and ensuring all parties are aware of and agree to any changes in contractual relationships.
Transferees and Assignees. If any of the Registrable Securities are transferred or assigned by a Holder in accordance with the terms of the Transaction Documents, then, upon request by the transferring Holder, the Company shall use its best efforts (to the greatest extent and at the earliest opportunity practicable and in any event not later than 20 days after the earliest practicable date permitted under applicable guidance of the Commission and the Trading Market upon which the Registrable Securities are listed and traded) to enable such transferee or assignee to resell such transferred or assigned Registrable Securities using the Registration Statement filed and made effective pursuant to this Agreement and the related Prospectus by filing a post-effective amendment or prospectus supplement, naming such transferee or assignee as a selling holder under such Registration Statement and Prospectus.
Transferees and Assignees. If there shall be a Transfer of part of the Percentage Interest of either Partner pursuant to ARTICLE 11 below to an Affiliate of such Partner, all of the calculations necessary at any time or from time to time under this SECTION 6.4 shall be made without regard to any such partial Transfer. Any dilution of the Percentage Interest of either Partner pursuant to this SECTION 6.4 shall be made effective against the aggregate Percentage Interest of the Transferor and any Affiliate Transferee of which the Partnership has been notified or, failing any such agreement, or notice thereof, as the Funding Partner, acting on behalf of the Partnership, may elect. It is the intent and agreement of the Partners that all of the rights and obligations hereunder, including without limitation participation in management, rights to give or receive notices and contribution obligations, and the various consequences arising from the failure of a Partner to make a required capital contribution to the Partnership hereunder are to be interpreted and applied as if Chelsea and any Chelsea Affiliate that owns a part of its Percentage Interest, on the one hand, and Simon and any Simon Affiliate that owns a part of its Percentage Interest, on the other, is a single entity having a Percentage Interest in an amount equal to the aggregate Percentage Interests owned by such Partner and its respective Transferees.
Transferees and Assignees. (a) Except as expressly provided herein, any transferee or assignee of any Interest in the Company shall be subject to all of the restrictions on transfer of an interest in the Company imposed upon a Member, even if such transferee or assignee is not admitted to the Company as a Member. Any transferee or assignee of an interest in the Company who is not admitted to the Company as a Member shall nevertheless be entitled to the share of Company profits, losses and distributions attributable to the interest acquired by such transferee or assignee.
(b) As a condition to any person's admission to the Company as a new or substitute Member, such person shall be required to execute an amendment to this Agreement, in such form as may be required by the Board, under which such person agrees to be bound by all of the terms, provisions and obligations of this Agreement. PARENT LLC
Transferees and Assignees. If there shall be a Transfer of part of the Percentage Interest of either Member pursuant to Article 10 below to an Affiliate of such Member, all of the calculations necessary at any time or from time to time under this Section 5.4 shall be made without regard to any such partial Transfer. Any dilution of the Percentage Interest of either Member pursuant to this Section 5.4 shall be made effective against the aggregate Percentage Interest of the Transferor and any Affiliate Transferee of which the Company has been notified or, failing any such agreement, or notice thereof, as the Funding Member, acting on behalf of the Company, may elect. It is the intent and agreement of the Members that all of the rights and obligations hereunder, including without limitation participation in management, rights to give or receive notices and contribution obligations, and the various consequences arising from the failure of a Member to make a required capital contribution to the Company hereunder are to be interpreted and applied as if Chelsea and any Chelsea Affiliate that owns a part of its Percentage Interest, on the one hand, and Simon and any Simon Affiliate that owns a part of its Percentage Interest, on the other, is a single entity having a Percentage Interest in an amount equal to the aggregate Percentage Interests owned by such Member and its respective Transferees.
Transferees and Assignees. The provisions of this Agreement shall apply to any Partnership Units transferred by a Holder pursuant to the terms of the Partnership Agreement or the Contribution and Exchange Agreement.
Transferees and Assignees. 12 (h) NO THIRD PARTY RIGHTS................................13 (i)