Ownership Transfers Sample Clauses

Ownership Transfers. Upon payment in full as set forth above the Seller will officially transfer ownership and registration of the dog above to the Buyer.
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Ownership Transfers. As an Account Owner, you may transfer ownership of an Account, without penalty, to another individual or entity to be the Account Owner in the Plan. A transfer of ownership of an Account does not require a change of the Beneficiary. A transfer of ownership of an Account will only be effective if it is irrevocable and transfers all rights, title, interest and power over the Account. A change in ownership of an Account may have negative income or gift tax consequences, so contact your tax advisor before transferring ownership of an Account. To transfer ownership of an Account, complete and submit the requisite online form to Wealthfront or contact Wealthfront at xxxxxxx@xxxxxxxxxxx.xxx or 844-995-8437. Designation of Successor Account Owner You may designate a successor Account Owner (not applicable to trust accounts), to the extent permissible under applicable law, to succeed to all of your rights, title, and interest in an Account (including, without limitation, the right to change the Beneficiary) upon your death. Such designation must either be on the original Account Application or submitted separately online. A successor Account Owner designation is not effective until it is received in Good Order by Wealthfront and processed by the Program Manager. You may revoke or change the designation of a successor Account Owner at any time by completing and submitting the requisite online form to Wealthfront or contacting Wealthfront at xxxxxxx@xxxxxxxxxxx.xxx or 844 995-8437. Please review xxx.xxxxxxxxxxx.xxx/000 or contact Wealthfront at xxxxxxx@xxxxxxxxxxx.xxx or 844-995-8437 for information needed to complete the change of ownership upon succession. You should consult a tax advisor regarding tax issues that might arise on a transfer of Account Ownership by succession. Changing the Beneficiary Section 529 generally allows for changes of the Beneficiary without adverse federal income tax consequences, as long as the new Beneficiary is a Member of the Family of the current Beneficiary. In addition, the proposed IRS regulations provide that no federal gift tax or generation-skipping transfer tax will result, as long as the new Beneficiary is of the same generation as the current Beneficiary. Any change of the Beneficiary to a person who is not a Member of the Family of the current Beneficiary is treated as a non-qualified withdrawal subject to applicable federal and state income taxes, as well as the additional 10% federal tax on earnings. To initiate a change o...
Sample 1
Ownership Transfers. Except as otherwise expressly provided in this Section 24.3, any dissolution, merger, consolidation, or other reorganization of the corporation which constitutes Tenant, or the sale or other transfer of fifty percent (50%) or more of the corporate stock of the corporation, or the sale of fifty percent (50%) or more of the value of the assets of the corporation, shall be deemed an assignment prohibited by this Article 24 unless Landlord's prior consent is obtained, which consent shall not be unreasonably withheld or delayed provided and on condition that: (i) the principal purpose for such assignment is not the circumventing of the restrictions and limitations contained in this Article 24; (ii) Tenant shall notify Landlord, in writing, of any such proposed assignment not less than twenty (20) days prior to the date on which Tenant proposes to assign its interest in this Lease; (iii) the assignee shall be reputable and shall have in the reasonable judgment of Landlord, sufficient financial worth to perform the obligations of Tenant under this Lease (after consideration of the then net worth of each Person providing a guaranty or surety of this Lease to Landlord) as evidenced by the submission to Landlord of financial and other information regarding the proposed assignee, including, without limitation, its business experience, a current financial statement and such other information as Landlord may reasonably request; (iv) Tenant shall within ten (10) days after an assignment is executed deliver to Landlord a copy of such assignment; (v) such assignee shall execute, acknowledge and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, whereby such assignee shall assume the obligations and performance of this Lease and agree to be personally bound by and upon all of the terms and conditions of this Lease on the part of Tenant to be performed or observed; (vi) each Person providing a guaranty or surety of this Lease to Landlord shall deliver an agreement in form and substance reasonably satisfactory to Landlord reaffirming such Person's obligations and liabilities under its respective agreement, guaranty or surety to Landlord and that such agreement, guaranty or surety remains binding and enforceable against such Person in accordance with its terms; (vii) the assignee shall use and occupy the Premises only for the purposes set forth in this Lease, and for no other purposes, in compliance with the terms and conditions of th...
Sample 1
Ownership Transfers. Except as otherwise expressly provided in this Section 24.3, any dissolution, merger, consolidation, or other reorganization of the corporation which constitutes Tenant, or the sale or other transfer of fifty percent (50%) or more of the corporate stock of the corporation, or the sale of fifty percent (50%) or more of the value of the assets of the corporation, shall be deemed an assignment prohibited by this Article
Sample 1
Ownership Transfers. Any proposed sale, transfer or other disposition of a Party’s ownership interest in CGC (whether directly or indirectly and including by means of any merger, consolidation, reorganization or otherwise) (such Party, the "Selling Party") shall be subject to the two-step procedure set forth in this Section (the "Ownership Transfer ROFO" and "Ownership Transfer ROFR", respectively). First Step - Ownership Transfer ROFO Prior to offering its ownership interest to any third party, the Selling Party shall first give notice (the "Offer Notice") to the other Party specifying the price (the "Specified Price") and other terms (the "Specified Terms") at and on which the Selling Party is willing to sell its ownership interest. The non-transferring party shall have the right, for a period of 30 days after receipt of an Offer Notice, to inform the Selling Party in writing of its election to purchase the Selling Party's ownership interest at the Specified Price and on the Specified Terms set forth in the Offer Notice (such notice, the "ROFO Acceptance Notice"). Any ROFO Acceptance Notice, if given, shall be irrevocable. The Parties shall consummate the sale and transfer of the ownership interest no later than 60 days following the delivery of the ROFO Acceptance Notice. If the non-transferring Party does not deliver a ROFO Acceptance Notice, the Selling Party shall be free to offer its ownership interest for sale and transfer to third parties, subject to the right of first refusal described below. Second Step - Ownership Transfer ROFR Prior to closing any proposed sale, transfer or other disposition of its ownership interest with a third party, the Selling Party shall first give notice (the "ROFR Notice") to the other Party specifying the price (the "ROFR Specified Price") and other terms (the "ROFR Specified Terms") at and on which the Selling Party is willing to sell its ownership interest to the third party. The non-transferring party shall have the right, for a period of 30 days after receipt of a ROFR Notice, to inform the Selling Party in writing of its election to purchase the Selling Party's ownership interest at the ROFR Specified Price and on the ROFR Specified Terms set forth in the ROFR Notice (such notice, the "ROFR Acceptance Notice"). Any ROFO Acceptance Notice, if given, shall be irrevocable. The Parties shall consummate the sale and transfer of the ownership interest no later than 60 days following the delivery of the ROFR Acceptance Notice. If the non-tr...
Sample 1
Ownership Transfers. Each party agrees to take such actions as may be reasonably requested by the other to evidence the transfer of ownership of or license to intellectual property rights described in this Section 7, including but not limited to, the making of further written assignments in a form reasonably requested by the other.
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Ownership Transfers. Each Owner shall be liable for the performance of all covenants, obligations and undertakings that accrue while it has an Ownership Share in a Plant Site. Any Owner may assign its rights under this Agreement at any time in connection with a pledge or the granting of a security interest in, or assigning as collateral, all or any portion of the Owner’s interest in the Project.
Sample 1
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Ownership Transfers. IPL alone owns and will retain title to all Rented Item(s) at all times. Your only right with respect to the Rented Item(s) is to use it/them in full compliance with this Contract during the Term. You will not grant or permit to exist any lien, claim or encumbrance on any Rented Item(s). You may not transfer, sublet or assign any Rented Item(s) or this Contract without IPL’s prior written consent.
Sample 1

Related to Ownership Transfers

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Exempt Transfers Notwithstanding anything to the contrary in this Section, the following transfers of Vested Shares will be exempt from the Right of First Refusal: (a) the transfer of any or all of the Vested Shares during Purchaser’s lifetime by gift or on Purchaser’s death by will or intestacy to Purchaser’s “Immediate Family” (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section will continue to apply to the transferred Vested Shares in the hands of such transferee or other recipient; (b) except as provided in Section 5.7 clause (b) below, any transfer or conversion of Vested Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations; or (c) any transfer of Vested Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “Immediate Family” will mean Purchaser’s spouse or Spousal Equivalent, the lineal descendant or antecedent, brother or sister, of Purchaser or Purchaser’s spouse or Spousal Equivalent, or the spouse or Spousal Equivalent, of any lineal descendant or antecedent, brother or sister of Purchaser, or Purchaser’s spouse or Spousal Equivalent, whether or not any of the above are adopted. As used herein, a person is deemed to be a “Spousal Equivalent” if the relevant person and the related party are registered as “domestic partners” under the laws of the State of New York or any other law having similar effect or provided the following circumstances are true: (a) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (b) they intend to remain so indefinitely, (c) neither are married to anyone else, (d) both are at least eighteen (18) years of age and mentally competent to consent to contract, (e) they are not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (f) they are jointly responsible for each other’s common welfare and financial obligations, and (g) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely.

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.

  • 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.

  • Non-Transfers Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

  • Ownership Rights Nothing contained in this Agreement shall be construed as (a) establishing or granting to Registry Operator any property ownership rights or interests of Registry Operator in the TLD or the letters, words, symbols or other characters making up the TLD string, or (b) affecting any existing intellectual property or ownership rights of Registry Operator.

  • Restriction on Transfer of Subject Securities Subject to Section 2.3, during the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

  • Void Transfers To the greatest extent permitted by the Act and other Law, any Transfer by any Member of any Membership Interests or other interest in the Company in contravention of this Agreement shall be void and ineffective and shall not bind or be recognized by the Company or any other Person. In the event of any Transfer in contravention of this Agreement, to the greatest extent permitted by the Act and other Law, the purported Transferee shall have no right to any profits, losses or Distributions of the Company or any other rights of a Member.

  • 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.

  • Exempted Transfers Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board, or (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, such Key Holder or by any such family members; provided that in the case of clause(s) (a) or (c), the Key Holder shall deliver prior written notice to the Company and the Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2.

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