Conditions to Permitted Transfers Sample Clauses
The "Conditions to Permitted Transfers" clause defines the specific requirements and criteria that must be met before a party is allowed to transfer its rights or interests under an agreement. Typically, this clause outlines procedural steps such as obtaining prior written consent, ensuring the transferee meets certain qualifications, or complying with notice periods. For example, a shareholder may only transfer shares if the recipient is not a competitor and agrees to be bound by the original agreement's terms. The core function of this clause is to control and restrict the transfer of interests, thereby protecting the parties from unwanted or potentially harmful changes in ownership or participation.
Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the Directors have approved such Transfer as set forth in Section 9.2 and the following conditions are satisfied:
(a) Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer.
(b) The transferor and transferee shall furnish the Company with the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until it has received such information.
(c) Except in the case of a Transfer of any Units involuntarily by operation of law, either (i) such Units shall be registered under the Securities Act, and any applicable state securities laws, or (ii) the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Directors, to the effect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not violate any applicable laws regulating the Transfer of securities.
(d) Except in the case of a Transfer of Units involuntarily by operation of law, the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Directors, to the effect that such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940.
(e) Unless otherwise approved by the Directors and a 75% majority in interest of the Members, no Transf...
Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 10.2.2 hereof unless and until the following conditions are satisfied (except to the extent that a General Partner shall waive any or all of such conditions):
10.2.3.1. The transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Section 10. In any case not described in the preceding sentence, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership. In all cases, the Partnership shall be reimbursed by the transferor 24 and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer.
10.2.3.2. The transferor shall furnish to the Partnership an opinion of counsel, which counsel and opinion shall be satisfactory to the Partnership, that the Transfer will not cause the Partnership to terminate for federal income tax purposes.
10.2.3.3. The transferor and transferee shall furnish the Partnership with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the interests transferred, and any other information reasonably necessary to permit the Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred interests until it has received such information.
10.2.3.4. The transferor shall provide an opinion of counsel, which opinion and counsel shall be satisfactory to the Partnership, to the effect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not violate any applicable laws regulating the Transfer of securities.
Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 10.1 unless and until the following conditions are satisfied:
(a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate to effectuate such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement.
(b) Such Transfer will be exempt from all applicable registration requirements and will not violate any Applicable Laws regulating the Transfer of securities, and the transferor shall provide an Opinion of Counsel to such effect.
(c) Such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940, as amended.
(d) With respect to any Transfer, the Board of Directors has received such Opinions of Counsel as the Board of Directors, in its reasonable discretion, may require.
(e) The transferor and its transferee shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with the Transfer and the admission of the transferee as a Member, including the legal fees, if any, incurred in connection with any legal opinion(s) rendered pursuant to Section 10.2.
Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer unless and until the following conditions are satisfied:
(a) Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such Transfer. In the case of a Transfer of an Interest involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership. In all cases, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer (including reasonable attorneys' fees and expenses, but excluding the portion of the costs of determining Net Equity that are to be borne by the Partnership as provided in Section 11.2(b));
(b) Except in the case of a Transfer involuntarily by operation of law, the transferee of an Interest (other than, with respect to clauses (A) and (B) below, a transferee that was a Partner prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Partnership Board (and, in the case of clause (C) below, the transferor Partner), (A) make representations and warranties to the nontransferring Partners equivalent to those set forth in Section 9.1, (B) accept and adopt the terms and provisions of this Agreement, including this Section 12, and (C) assume the obligations of the transferor Partner under this Agreement with respect to the Transferred Interest. The transferor Partner shall be released from all such assumed obligations except (x) as otherwise provided in Section 6 in the case of a Transfer to a Controlled Affiliate, (y) those obligations or liabilities of the transferor Partner arising out of a breach of this Agreement or pursuant to Section 5.4 or 6.6 and (z) in the case of a Transfer to any Person other than a Partner or any of its Controlled Affiliates, those obligations or liabilities of the transferor Partner based on events occurring, arising or maturing prior to the date of Transfer;
(c) Except in the case of a Transfer involuntarily by operation of law, the transferor of any Interest and its Affiliates will be obligated to sell to the transferee, and the transferee will be obligated to buy from the transferor and its Affiliates,...
Conditions to Permitted Transfers. Except with respect to an Exchange pursuant to Article IX, a Member shall be entitled to make a Transfer of all or any portion of its Interests only upon satisfaction of each of the following conditions:
(a) such Transfer does not require the registration or qualification of such Interests pursuant to any applicable federal or state securities laws;
(b) such Transfer does not result in a violation of applicable laws;
(c) such Transfer would not cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c));
(d) such Transfer would not, in the opinion of legal counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101;
(e) such Transfer is in compliance with, and does not cause a termination of the Company, or the Company to lose its status as a partnership, for federal and state income tax purposes;
(f) such Transfer is not made to any person or entity who lacks the legal right, power or capacity to own Interests;
(g) such Transfer does not cause the Company to become a “publicly traded partnership,” as such term is defined in Code Section 469(k)(2) or Code Section 7704(b);
(h) such Transfer does not cause the Company to become a reporting company under the Exchange Act;
(i) such Transfer does not subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended;
(j) such Transfer is not knowingly made to a Person that, in the good faith reasonable judgment of the Managing Member, is an actual competitor of, or is otherwise adverse to the interests of, the Company; provided, however, that this clause (j) shall not prohibit any Transfer to a Permitted Transferee except for Credit Suisse, Transfers to which shall be prohibited at the discretion of the Managing Member;
(k) the Managing Member receives written instruments that are in a form satisfactory to the Managing Member, as determined in its reasonable discretion, including, without limitation, (i) copies of any instruments of Transfer, (ii) such Assignee’s consent to be bound by this Agreement as an Assignee, and (iii) if reasonably requested by the Managing Member (other than in connection with a Transfer to a Permitted Transferee or to another Member),...
Conditions to Permitted Transfers. No transfer otherwise permitted by any provisions of this Agreement shall be valid unless and until the following conditions are satisfied (any of which conditions may be waived by the Manager in its discretion):
(a) the transferor and the transferee, as the case may be, shall provide such legal opinions, documentation and agreements as the Manager may reasonably request, including, without limitation, (i) an instrument in form acceptable to the Manager pursuant to which such transferee makes certain representations, warranties and undertakings, assumes each and every obligation of the transferring Member under this Agreement and agrees to be bound by and observe the terms of this Agreement; and (ii) an opinion of counsel satisfactory to the Manager that such Transfer is exempt from registration under the Securities Act and shall not otherwise violate applicable law; provided, however, that in the case of a transfer of Units at death or involuntarily by operation of law, the transfer shall be confirmed by presentation to the Company of legal evidence of such transfer, in form and substance satisfactory to counsel of the Company.
(b) The transferee shall certify to the Company, if requested by the Manager, that the transferee is an “accredited investor” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
(c) The transferee shall reimburse the Company for all costs and expenses reasonably incurred by the Company in connection with such transfer including, without limitation all legal fees and costs of the preparation, execution, filing or publishing of any amendment to the Articles of Organization or this Agreement.
Conditions to Permitted Transfers. Unless otherwise waived by the Board in its sole discretion, as a condition to the Company’s obligation to effect a Disposition permitted by this Agreement on the books and records of the Company, any transferee of Common Stock (other than (x) a transferee described in Section 5.1(a), (c), (d) and/or (e) or (y) the Company, TopCo Parent or their respective Affiliates) shall be required to (a) become a party to this Agreement by executing an Adoption Agreement in substantially the form of Exhibit A (or in such other form that is satisfactory to the Board) (an “Adoption Agreement”), (b) if such transferee is a natural person, cause his or her spouse (and any subsequent spouse), to execute and deliver a Spousal Consent or, if unmarried, to personally execute and deliver a Spousal Consent, in each case substantially in the form of Exhibit C attached hereto or in a form otherwise satisfactory to the Board and (c) execute such further documents as may be necessary, in the sole judgement of the Board.
Conditions to Permitted Transfers. As a condition to the Company’s obligation to effect a transfer permitted by this Agreement on the books and records of the Company, any transferee (other than a transferee described in paragraph 5.1(a)) of Common Stock) shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Adoption Agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company and upon execution of such Adoption Agreement such transferee shall have all the rights and obligations of a Holder hereunder.
Conditions to Permitted Transfers. Any Permitted Transfer of all or any portion of a Member's Membership Interest under this Agreement shall be effective only if each of the following conditions is satisfied:
Conditions to Permitted Transfers. At the request of Owner, ▇▇▇▇▇▇ ▇▇▇ shall, from time to time, consent to Owner's sale and transfer of a Bond Property subject to ▇▇▇▇▇▇ Mae credit enhancement (a "PROPOSED TRANSFER") to an independent third-party purchaser if ▇▇▇▇▇▇ ▇▇▇ determines that each of the following conditions have been satisfied in full:
(i) no Event of Default or Potential Event of Default shall have occurred and be continuing either immediately before or immediately after giving effect to the Proposed Transfer;
(ii) at the time of such Proposed Transfer, ▇▇▇▇▇▇ Mae continues to provide credit enhancement with respect to new bond transactions similar to the Related Bonds, pursuant to guaranteed mortgage pass-through certificates similar to the Related ▇▇▇▇▇▇ ▇▇▇ Pass-Through Certificate and the provision of such credit enhancement continues to be permitted under the ▇▇▇▇▇▇ Mae Charter Act;
(iii) Owner shall either redeem or otherwise remove Bonds from the ▇▇▇▇▇▇ ▇▇▇ Credit Facility and/or post cash collateral in a manner acceptable to ▇▇▇▇▇▇ Mae, in either case in an amount equal to the Required Facility Reduction with respect to the Bond Property that is proposed to be transferred; the following shall be credited toward such Required Facility Reduction: (1) the amount of the Related Bonds outstanding immediately prior to the Proposed Transfer, PLUS (2) the amount of any other Bonds redeemed by Owner to obtain approval of the Proposed Transfer, PLUS (3) the amount of any Facility Reduction Cash Collateral posted by Owner to obtain approval for the Proposed Transfer;
(iv) the proposed transferee shall be a Single-Purpose entity, shall not be an Affiliate of Owner, General Partner or any Guarantor and meets the eligibility, credit, management and otherwise satisfies the then applicable underwriting standards customarily applied by ▇▇▇▇▇▇ ▇▇▇ for approval of new borrowers (the "PROPOSED TRANSFEREE");
(v) Owner causes to be submitted to ▇▇▇▇▇▇ Mae all information required by ▇▇▇▇▇▇ ▇▇▇ to evaluate the Proposed Transferee and the Bond Property proposed to be transferred as if a new loan were being made to the Proposed Transferee and secured by the Bond Property proposed to be transferred;
(vi) at the time of such Proposed Transfer, the Bond Property proposed to be transferred shall be subject to re-underwriting in accordance with ▇▇▇▇▇▇ Mae's then applicable standards (including satisfaction of loan to value ratio requirements, debt service coverage ratio requirements, physical mainte...