Transferring Class definition
Examples of Transferring Class in a sentence
Notwithstanding anything to the contrary herein, the Class A Units shall not be Transferable, except to a Transferring Class A Member’s Successor in Interest.
The Non-Transferring Class shall notify the Company and the Transferring Class of its intention to exercise or not to exercise the right of first refusal hereunder within forty-five (45) days of receipt by the Non-Transferring Class of a Transfer Notice.
The Transferring Class and any transferee shall execute such documents as the Non-Transferring Class shall reasonably request to evidence the Transfer and the assumption and continuing obligations under this Agreement.
No Transfer of any Class B Units by a Class B Member to a Controlled Affiliate shall effect a release of the Transferring Class B Member’s obligations under this Agreement to the Class A Members, and as a condition to such Transfer, each such Controlled Affiliate shall expressly assume in writing all of the obligations of the Transferring Class B Member, whether arising prior to, on or after the date of Transfer, to the Class A Members.
The aggregate purchase price paid for the Class A Units or Class B Units, as applicable, in connection with a Tag-Along Sale will be allocated among Members Transferring Class A Units or Class B Units, as applicable, in such Tag-Along Sale pro rata based on the number of Class A Units or Class B Units, as applicable, being Transferred by a Member as compared to the aggregate number of Class A Units or Class B Units, as applicable, being Transferred by all Members in such Tag-Along Sale.
Each Transferring Fund and Transferring Class is a duly established and designated series and class, respectively, of the Transferring Trust.
Notwithstanding the foregoing, this Section 9.2(a) shall not place any restrictions on the right of a Class B Member to Transfer Class B Units, provided that (x) any such Transferee assumes all obligations of such Transferring Class B Member, including pursuant to Section 13.20 and (y) any Transfer of Class B Units to a Direct Competitor of the C&W Member shall only be made in compliance with Section 9.4.
The Transferring Trust and the Acquiring Trust shall cooperate in the provision of all information reasonably necessary for the preparation, filing and mailing of the proxy statement in connection with the meeting of the Transferring Class shareholders to consider approval of this Agreement and the transactions contemplated herein (the "Proxy Statement").
All issued and outstanding shares of each Transferring Class of each Transferring Fund are duly and validly issued and outstanding, fully paid and nonassessable by the Transferring Fund, except to the extent that under Massachusetts law shareholders of a business trust may, under certain circumstances, be held personally liable for its obligations.
The net asset value of a share of an Acquiring Class of an Acquiring Fund as of the Valuation Time shall be the same as net asset value per share of the corresponding Transferring Class shares of the corresponding Transferring Fund computed as of the Valuation Time in accordance with paragraph 3.1.