Proposed Transfers Clause Examples
The "Proposed Transfers" clause defines the process and conditions under which a party may suggest transferring their rights or obligations under the agreement to another entity. Typically, this clause outlines the requirements for notifying the other party of an intended transfer, any necessary approvals, and the information that must be provided about the proposed transferee. Its core practical function is to ensure transparency and control over changes in contractual relationships, preventing unauthorized or undesirable assignments that could affect the interests of the original parties.
Proposed Transfers. If any Executive proposes to sell any of such Executive's Shares to any person or group (a "Proposed Transferee") in one or a series of related transactions in a private sale (excluding market transactions), no such sale shall be completed unless the Executive first gives Steelcase a written notice of such proposed sale. Upon receipt of such notice, Steelcase shall have the right to purchase all the Executive's Shares offered to the Proposed Transferee upon substantially the same terms and conditions offered to the Proposed Transferee. Steelcase must respond to such notice with an offer to buy the Executive's Shares within ten business days after receipt of the notice, after which time the Executive may sell to the Proposed Transferee on the specified terms. If the Executive has not consummated the sale to the Proposed Transferee within 90 days after the date of giving the required notice to Steelcase, the proposed sale shall again be subject to this Section 6.1 and another notice to Steelcase is required.
Proposed Transfers. This Warrant may not be sold, assigned, pledged or otherwise transferred by the holder hereof to a third party other than in compliance with all terms of this Section 10.
(a) This Warrant may be sold, assigned, pledged or otherwise transferred by the holder hereof to a majority-owned subsidiary of the Purchaser or an entity holding a majority of the Purchaser's outstanding voting securities or to the members of the immediate family of such majority shareholder, if an individual, or to trusts for their benefit.
(b) If the holder hereof wishes to sell, assign, pledge or otherwise transfer this Warrant or any portion thereof to a party(ies) other than a party set forth in subsection 9(a) above, the holder shall first offer the Warrant to the Company on the following terms:
(i) The transferring holder shall first deliver to the Company a written offer (the "OFFER") to sell at the price and on the terms offered to the third-party transferee(s) with respect to the offered portion(s) of this Warrant (collectively, the "OFFERED PORTION"), along with a statement (the "OFFER STATEMENT") setting forth the holder's intention to so transfer and the name and address of the third-party transferee(s).
(ii) For a period of thirty (30) days after the receipt of the Offer (the "OFFER PERIOD"), the Company shall have the right, but not the obligation, to purchase all of the Offered Portion on the terms set forth in the Offer. If the Company chooses to so exercise this purchase right, it shall deliver a written notice of such intent to the transferring holder and must so purchase all (and not less than all) of the security(ies) so offered within thirty (30) days of the receipt of such notice by the transferring holder.
(iii) To the extent that the Company declines to exercise its right to purchase all of the Offered Portion within the Offer Period, the transferring holder may sell, assign, pledge or otherwise transfer the Offered Portion to the third-party transfers) set forth in the Offer Statement at a price not less than, and upon terms not more favorable to such transferee(s) than the terms set forth in the Offer, provided, however, that if the transferring holder has not completed such transfer within one hundred twenty (120) days after the Offer Period lapses, such transfer shall again become subject to the terms of this subsection 10(b).
(iv) The right of purchase set forth in this subsection 10(b) may be assigned by the Company without the consent of the holder hereof ...
Proposed Transfers. At least 30 days prior to any Transfer of Stockholder Shares by the Investor or the Investor’s Permitted Transferee (other than to a Permitted Transferee, to a member of the Company’s management team or pursuant to a Public Sale) (an “Investor Transfer”), the Investor or Investor’s Permitted Transferee, as applicable (the “Transferring Stockholder”) shall deliver a written notice (the “Sale Notice”) to the Company and all other Stockholders (the “Non-Transferring Stockholders”) specifying in reasonable detail the identity of the prospective transferee(s), the number of Stockholder Shares to be transferred, the price per share of the Stockholder Shares being transferred, any known liens and encumbrances to which the Stockholder Shares being Transferred will be subject and the other terms and conditions of the Investor Transfer. The Non-Transferring Stockholders may elect to participate in the contemplated Investor Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Transferring Stockholder within 30 days after delivery of the Sale Notice. If any Non-Transferring Stockholder elects to participate in such Investor Transfer, the Transferring Stockholder and such Non-Transferring Stockholder shall be entitled to sell in the contemplated Investor Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Transferring Stockholder and the Non-Transferring Stockholders participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Investor Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Transferring Stockholder, and if the Transferring Stockholder at such time owns 30% of all Stockholder Shares and if one Non-Transferring Stockholder elects to participate and owns 20% of all Stockholder Shares, the Transferring Stockholder would be entitled to sell 60 shares (30% ÷ 50% x 100 shares) and the Non-Transferring Stockholder would be entitled to sell 40 shares (20% ÷ 50% x 100 shares). No Transferring Stockholder shall Transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Non-Transferring Stockholders and any such p...
Proposed Transfers. Any Member seeking to Transfer all or any portion of its interest in the Company (a “Proposed Transferor”) shall notify Manager in writing of the contemplated Transfer (a “Notice of Intent to Transfer”). The Notice of Intent to Transfer will include the following information: (i) the name of the Proposed Transferor; (ii) the name and address of the proposed transferee who will acquire an interest in the Company (a “Proposed Transferee”); (iii) whether the proposed transferee is a related Person or Affiliate of the Proposed Transferor; (iv) whether the proposed transferee is an Accredited Investor; and (v) the amount of the Proposed Transferor’s interest in the Company that will be transferred.
Proposed Transfers. Except as otherwise provided in this Lease, each time Lessee proposes a Proposed Transfer (that is not an Excluded Transfer), Lessor shall be paid an Administrative Charge equal to the Actual Cost incurred by Lessor in connection with its review and processing of said Proposed Transfer (“Administrative Charge”). Proposed Transfers are further subject to Lessor approval as provided in Article 11 of this Lease.
Proposed Transfers. Notwithstanding Sections 2.2 and 2.4, none of the Partners Stockholders or Wils▇▇ ▇▇▇ckholders (excluding the Kauf▇▇▇ ▇▇▇ckholders) shall at any time prior to May 3, 1999 transfer any of its or his Shares to any Person unless (a) such Partners Stockholder or such Wils▇▇ ▇▇▇ckholder (excluding the Kauf▇▇▇ ▇▇▇ckholders), as the case may be, first sends written notice to Wils▇▇ (▇▇ the case of a proposed transfer by a Partners Stockholder) or Partners (in the case of a proposed transfer by a Wils▇▇ ▇▇▇ckholder), as the case may be, which notice shall state the number of Shares proposed to be sold and (b) Partners (in the case of a proposed transfer by a Wils▇▇ ▇▇▇ckholder) or Wils▇▇ (▇▇ the case of a proposed transfer by a Partners Stockholder), as the case may be, consents in writing to such proposed transfer.
Proposed Transfers. If Wattles proposes to sell any Wattles Shares to any person or group in one or a series of related transactions (a "Proposed Transferee"), no such sale shall be completed unless the Proposed Transferee offers to purchase a ratable number of Shares from the other holders of Shares and from the holders of Warrants upon substantially the same terms and conditions offered to Wattles. All holders of Shares and Warrants other than Wattles shall be permitted only to sell to the Proposed Transferee a ratable number of Shares based on their percentage ownership of all outstanding Shares plus Shares issuable upon exercise of the Warrants at the time of the offer. Subject to the provisions of the foregoing sentence, Wattles may sell any number of Shares to a Proposed Transferee. The other holders of Shares and Warrants must respond to an offer from a Proposed Transferee within 20 business days after receipt of the offer to purchase Shares or such longer period as is required by law. Failure to respond within such period shall be considered rejection of such offer.
Proposed Transfers. During the term of this Agreement, if a Transferring Shareholder intends to make a First Offer Disposition of Shares beneficially owned by such Transferring Shareholder, such Transferring Shareholder shall provide the First Offer Notice to the Corporation and the Other Shareholders.
Proposed Transfers. Prior to any Transfer or attempted Transfer of any Warrants or any Restricted Common Shares, the holder of such Warrants or Restricted Common Shares shall obtain from counsel to such Holder an opinion that the proposed Transfer of such Warrants or such Restricted Common Shares may be effected without registration under the Securities Act. Each certificate, if any, evidencing such Restricted Common Shares issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1, and each Warrant issued upon such Transfer shall bear the restrictive legend set forth on the first page hereof unless in the opinion of Holder's counsel, which opinion and which counsel shall be reasonably satisfactory to the Bank and to its counsel, such legend is not required in order to ensure compliance with the Securities Act.