Transfers of Ownership Interests Sample Clauses

Transfers of Ownership Interests. Set forth in Schedule 4.4 is a list of all transfers or other transactions involving ownership interests in the Company. All such transfers by the Owner were made for valid business reasons and not in anticipation or contemplation of the consummation of the transactions contemplated by this Agreement.
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Transfers of Ownership Interests. The following are optional modification templates that may be used in whole or in part to document various types of transfers, including those described in Lender Letter 17-12 (and any replacements thereto).
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Transfers of Ownership Interests. An Owner shall not (and any Direct Parent of an Owner shall not, nor permit its directly owned Owner to), directly or indirectly, voluntarily or involuntarily, by operation of Applicable Law or otherwise sell, assign, distribute (whether in liquidation or otherwise), pledge, mortgage, exchange, encumber, hypothecate, donate, gift, exchange or otherwise transfer or dispose (“Transfer”) of any interest in the ROFR Interests, except for (i) a Transfer effected in accordance with the terms of this Section 2.4 or (ii) a Permitted Transfer. Any other Transfer or attempted Transfer (whether by operation of Applicable Law or otherwise) shall be null and void. Any Transfer made in accordance with the terms of this Section 2.4, as well as any Permitted Transfer shall be made expressly subject to the terms and provisions of this Agreement (and any Transfer of an undivided interest in the Gathering System shall be deemed to Transfer a corresponding undivided interest (and Ownership Interest) under this Agreement, the SES Gathering Agreement and, with regard to any continuing obligations, covenants or options thereunder, the APA (and, likewise, any Transfer of an undivided interest in the Solely Owned Segments shall be deemed to Transfer a corresponding undivided interest (and Ownership Interest) under this Agreement, the applicable SOS SES Gathering Agreement, or with regard to any back-in rights pursuant to Section 2.2(c) with respect thereto, and with regard to any continuing obligations, covenants or options thereunder, the APA). If an Owner desires to Transfer all or part of such Owner’s Ownership Interest or any interest portion thereof, such Owner will be responsible for compliance with all conditions of Transfer imposed by this Agreement and under Applicable Law and for any expenses incurred by the other Owners or the Undivided Interest Property for legal and/or accounting services in connection with reviewing any proposed Transfer or issuing opinions in connection therewith. Notwithstanding the above, any transfer of an interest in the Gathering System or any Solely Owned Segments shall not relieve the transferor from any liability or obligation hereunder, or under the SES Gathering Agreement or any SOS SES Gathering Agreement or under the APA, as the case may be; nor shall the non-Transferring Owners be required to recognize such Transfer until: (x) the transferee has executed an agreement, in form and substance satisfactory to the Manager, assuming and agree...
Sample 1
Transfers of Ownership Interests. (a) If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the membership interests, or the stock or other beneficial ownership interests in Tenant, or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, the provisions of this Article 9 shall not apply to (i) the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange, (ii) the transfer of Ownership Interests among the members of Tenant existing as of the Effective Date, (iii) the transfer of Ownership Interests to institutional or individual investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies provided that such transfer of Ownership Interests does not result in a change of Control of Tenant, or (iv) a public offering of the stock of Tenant on a national securities exchange. For purposes of this Article 9, the term “Transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity.
Sample 1
Transfers of Ownership Interests. The Member may assign all or any part of its membership interest in the Company at any time (an assignee of such interest is hereinafter referred to as a “Permitted Transferee”). Concurrently with or after such assignment, a Permitted Transferee shall become a substituted Member automatically upon the execution and delivery to the Company by such Permitted Transferee of an amendment to this Agreement agreeing to accept the terms of this Agreement.
Sample 1
Transfers of Ownership Interests. Dealer hereby agrees that all transfers of ownership interests in Dealer, all limitations on who may own Dealer, any obligation to identify the ownership interests in Dealer, and any issues pertaining to future acquisitions of dealers by Dealer's owner shall be governed by the applicable provisions of the Lithia Agreement, including, without limitation, Article 2 and Schedule D, and Articles 1 and 8 and Schedule E, as amended, and that Dealer shall not object to American Honda's enforcement of any of the provisions thereof.
Sample 1
Transfers of Ownership Interests. A Member may Assign all or any part of its Ownership Interest only with the written consent of the other Members, which consent may be withheld in the other Members' discretion. An Assignee will become a Substituted Member only if the other Members agree to such substitution, and only upon the Assignee's execution and delivery of a counterpart of this Agreement. Any Substituted Member admitted to the Company with the consent of the Members will succeed to all rights and be subject to all obligations of the Assigning Member with respect to the Ownership Interest Assigned.
Sample 1
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Transfers of Ownership Interests 
Sample 1

Related to Transfers of Ownership Interests

  • Transfers of Ownership If certificates representing shares of Parent Common Stock are to be issued in a name other than that in which the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfers of Interests The Transferee of any Interests shall be admitted to the LLC as a substitute member of the LLC on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Interests, and (ii) the recording of the Transfer of Interests and the Transferee’s name as a substitute member on the books and records of the LLC. Any Transfer of any Interests pursuant to this Section 7.1 shall be effective as of the registration of the Transfer of Interests in the books and records of the LLC and a Transferor of all of its Interest shall not cease to be a member of the LLC until the Transferee is admitted to the LLC as a member of the LLC.

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Stockholder, and Parent and Merger Sub shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct Stockholder in the voting of any of the Shares, except as otherwise provided herein.

  • Ownership Interests The ownership interest of each member of the Company will be expressed in terms of a percentage that is set out in Exhibit A, attached and made part of this Agreement. The total ownership interests of all members will always equal one-hundred percent (100%). The existing members will determine the ownership interest of any new members prior to admission to the Company.

  • Protection of Ownership Interests of the Purchasers (a) Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that the Agent may reasonably request, to perfect, protect or more fully evidence the Purchaser Interests, or to enable the Agent or the Purchasers to exercise and enforce their rights and remedies hereunder. After the occurrence of an Amortization Event, the Agent may, or the Agent may direct Seller or the Servicer to, notify the Obligors of Receivables, at Seller's expense, of the ownership or security interests of the Purchasers under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Agent or its designee. Seller or the Servicer (as applicable) shall, at any Purchaser's request, withhold the identity of such Purchaser in any such notification.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

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