Transfers to Related Parties Sample Clauses

Transfers to Related Parties. (a) Subject to Section 2.1(a), 2.1(c) and 2.1(d), each Holder shall be entitled, from time to time and at any time, to Transfer Shares to any of its Related Parties, so long as such Related Party becomes a party to, and agrees to be bound by and to observe and perform the obligations under, this Agreement in respect of the Shares Transferred to the same extent as such Holder pursuant to an instrument reasonably satisfactory to the Company.
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Transfers to Related Parties. (a) A Limited Partner's Interest may be transferred without the consent of the Managing Partner upon the following events, subject to the provisions of Section 6.05(c):
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Transfers to Related Parties. Transfers shall be permitted, whether by devise, gift or sale, to a Related Party, as defined herein. Such transfer shall not require the consent of the Manager or any other Member.
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Transfers to Related Parties. Meridian and Constellation shall each have the absolute and unrestricted right to assign or transfer any portion of its Interest as a General Partner to any Entity owned by Meridian or Constellation, respectively, or to any Entity controlled by the same Persons which control Meridian or Constellation, respectively, without giving the Partners a right of first offer pursuant to this Article V. Meridian shall also have the absolute and unrestricted right to assign or transfer any portion of its Interest as a General Partner to one or more of its shareholders without giving the Partners the right of first offer pursuant to this Article V.
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Transfers to Related Parties. Notwithstanding anything in this Section 10 to the contrary, any Limited Partner may sell, assign or Transfer all or any part of its interest in the Partnership to any corporation which is a Related Party with such Limited Partner without the Consent or agreement of any other Partner, 39 and any such Related Party shall, upon such sale, assignment or Transfer become a Substitute Limited Partner without the further Consent or agreement of any other Partner; PROVIDED, HOWEVER, that such Related Party shall comply with the requirements of Section 10.2(a) of this Agreement. Except as provided in this Section 10.5, no such sale, assignment or Transfer shall require any prior written notice to, or be subject to any election to purchase such interest in favor of any other Partner as otherwise provided in Section 10.2 hereof. Prior to or promptly following any such sale, assignment or Transfer by any Limited Partner, such Limited Partner shall give written notice to all other Partners advising of such sale, assignment or Transfer and identifying the Related Party to which the same was made and identifying the interest owned or to be owned by it.
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Transfers to Related Parties. (A) Any Participant may, without the consent of any other Participant, transfer all or any portion of its rights and interests as described in paragraphs 3.2 and 3.3 above to one or more Related Parties by license, contribution to capital, or other appropriate transfer device. Specifically, the Participants acknowledge that STIC's Cost Share will be calculated with reference to the rights for Malaysia and Thailand, and that STIC intends to make such rights available to its subsidiaries: Penang Seagate Industries (M) Sdn. Bhd., Perai Seagate Storage Products Sdn. Bhd., and Seagate Technology (Thailand) Limited (hereinafter collectively referred to as the "Subsidiaries"). STIC intends to seek compensation for the applicable payments of Cost Share relating to the rights made available to the Subsidiaries, and it is understood that such compensation may be made through cash payment or the issuance of shares to STIC, or through any other appropriate means. Accordingly, STIC will treat payments of Cost Share relating to such Malaysian and Thailand rights as neither an expense nor a reduction in its earnings and profits. The Minimum Payments and Base Period Incomes otherwise attributable to the Subsidiaries will be included with the Minimum Payment and Base Period Income of STIC for purposes of determining STIC's Cost Share.
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Transfers to Related Parties. Paragraph XI, 1 shall not apply to: The transfer of a Limited Partnership Interest by a Partner who is a partnership to a partner of such Partner in complete dissolution of such Partner; The transfer of a Limited Partnership Interest by a Partner to another Partner upon the merger of such Partner into the other Partner; The transfer of a Limited Partnership Interest by gift, bequest, devise or inheritance outright or in trust. XII TERMINATION OF THE GENERAL PARTNER --------------------------------------
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Related to Transfers to Related Parties

  • Transfers to Affiliates Notwithstanding the provisions of Section 7.1, a Partner may, without the consent of the other Partner, Transfer all or a portion of its Interest to an Affiliate of such Partner, so long as such Affiliate is admitted to the Partnership as a Partner pursuant to Section 7.3, and provided further that such Affiliate is not a Benefit Plan Investor.

  • Transfers to QIBs The following provisions shall apply with respect to the registration of any proposed transfer of a Note constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):

  • Amendment Relating to Transfers to Disqualified Organizations Xxxxxx Mae and the Trustee may, without the consent of any Holders of the Certificates, upon notice to the Holders of the Residual Certificates, notwithstanding any provisions hereof to the contrary, amend this Trust Agreement in such manner as Xxxxxx Xxx may direct; provided, however, that any such amendment shall be limited to such matters as, in the judgment of Xxxxxx Mae, based upon the written advice of its tax counsel, are reasonably necessary (i) to ensure that the record ownership of, or any beneficial interest in, any Residual Certificate is not transferred, directly or indirectly, to a Disqualified Organization; and (ii) to provide for a means to compel the transfer of any Residual Certificate which is held by a Disqualified Organization to a Holder which is not a Disqualified Organization.

  • Transfers to Non-U S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person:

  • Transfers, etc (a) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change.

  • Transfers to Permitted Transferees Prior to the transfer of Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), the Executive shall deliver to Investors a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Units transferred to such Person will continue to be Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Units in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and Investors shall not record such transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.

  • Prohibition on Transfers, Other Actions Stockholder hereby represents, warrants, covenants and agrees not to, during the Restricted Period, directly or indirectly, in one or a series of related transactions: (i) Transfer or offer, agree, commit or consent to Transfer any of the Covered Shares or any right, title or interest (including voting, economic or otherwise) therein, unless such Transfer is a Permitted Transfer; (ii) enter into any Contract, arrangement or understanding with any Person, or take any other action or omit to take any action, that violates or conflicts with (or could reasonably be expected to conflict with or violate) Stockholder’s covenants and obligations under this Agreement; or (iii) take any action or omit to take any action that would restrict (or could reasonably be expected to restrict) Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement or make any of its representations or warranties contained in this Agreement untrue or incorrect, nor has Stockholder done any of the foregoing. Stockholder agrees that it shall not seek to indirectly accomplish anything which it is not permitted to accomplish directly under this Agreement. Any action, omission or attempted circumvention in violation of this Section 4.1 will be void ab initio and be deemed a breach of this Agreement. If any involuntary Transfer of any of the Covered Shares shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Covered Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.

  • Transfers Generally Owner may sell, assign, transfer or convey, without User’s consent, all of the Golf Courses, any individual Golf Course or any portion of any Golf Course, or any interest therein. If the subject transaction involves a sale, assignment, transfer or conveyance of all of the Golf Courses, then this Agreement shall be assigned to the applicable transferee such that such transferee shall become successor Owner as if an original party to this Agreement. If the subject transaction involves a sale, assignment, transfer or conveyance of any individual Golf Course (or several Golf Courses but not all of the Golf Courses), then (a) subject to Section 16.2 below, this Agreement shall remain in full force and effect with respect to the Golf Course(s) not transferred to the applicable transferee, and (b) a Severance Agreement with such transferee shall be entered into with respect to the Golf Course(s) transferred to the applicable transferee as described in Section 16.2 below. If the subject transaction involves a sale, assignment, transfer or conveyance of a portion (but not all) of any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the Golf Course Use Payments shall be adjusted; provided, however, that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then (A) this Agreement shall terminate with respect to such Golf Course as of the closing of such transaction, and (B) commencing upon the date of such termination, (1) the CES Use Fee shall be adjusted in accordance with the CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month and the Minimum Rounds Per Year shall each be adjusted in accordance with the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all of the Golf Courses, any individual Golf Course or any portion of any Golf Course, then Owner shall be released from all future liabilities and obligations of Owner under this Agreement with respect to the Golf Course(s) or the applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) such conveyance and (y) the applicable transferee’s (A) express assumption of all liabilities and obligations of Owner under this Agreement relating to such transferred Golf Course(s) arising after such conveyance and (B) in the event at least one (1), but less than all, of the Golf Courses are so conveyed, execution of a Severance Agreement, and all liabilities and obligations of Owner hereunder relating to such transferred Golf Course(s) shall thereafter be binding upon such transferee. Notwithstanding anything to the contrary herein, Owner shall not sell, assign, transfer or convey any of the Golf Courses, or assign this Agreement, to (1) a Tenant Prohibited Person (as defined in the Regional Lease) or (2) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the gaming industry by any Gaming Authority, where such association may adversely affect any of User’s or its Affiliates’ Gaming Licenses or User’s or its Affiliates’ then-current standing with any Gaming Authority. Any assignment or transfer under this Article XVI shall be subject to all applicable Legal Requirements, and no such assignment or transfer shall be effective until any applicable approvals, if applicable, are obtained.

  • Rights of Teachers to Representation 1. No reprisals of any kind shall be taken by either party or by any member of the administration against any participant in the grievance procedure by reason of such participation.

  • Transfers to Non-QIB Institutional Accredited Investors The following provisions shall apply with respect to the registration of any proposed transfer of a Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

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