Transferee to be Bound Sample Clauses

Transferee to be Bound. Where any assignment, transfer or mortgage is made under clauses 16.1, 16.2 or 16.7 the transferee must execute a deed binding it to the provisions of this Agreement (which will, if necessary, be amended to reflect the fact that there are more than two parties to it) and any assignment or transfer will be effective only when the transferor has procured from the transferee the execution and delivery to such transferor and the other Parties to this Agreement at that time a sufficient number of original counterparts of the document effecting such assignment or transfer (which document must contain the covenants required by this clause 16.6 and clause 16.7) (to the intent that one such original counterpart must be delivered to each Party requesting the same).
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Transferee to be Bound. Notwithstanding consent being given by one JV Party to the other JV Party for the Transfer of any part of the Shares of the Joint Venture Company owned by the transferring JV Party to any Person, the transferring JV Party shall cause and procure the transferee to agree in writing to perform and be bound by all duties and obligations of the transferring JV Party, including the any transfer restrictions under Section 9.1 of this Agreement, except where the Transfer is conducted on, and through the normal, public trading procedures of, the Taiwan Stock Exchange or any other stock exchange upon which the Shares are listed, in each case other than Transfers conducted through after-hours trading on such exchanges. DLI-6215523v12 NTC/MICRON CONFIDENTIAL
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Transferee to be Bound. Notwithstanding consent being given by JV Parties or Joinder Parties to other JV Parties or Joinder Parties for the Transfer of any part of the Shares, the transferring JV Parties or Joinder Parties, as applicable, shall cause and procure the proposed transferee to agree in writing to perform and be bound by all duties and obligations of the transferring JV Parties or Joinder Parties, as applicable, including the Transfer restrictions under Section 9.1 of this Agreement, except (i) where the Transfer is conducted on, and through the normal, in-market public trading procedures of, the Taiwan Stock Exchange or any other stock exchange upon which the Shares are listed, in each case other than Transfers conducted through after-hours trading on such exchanges, or (ii) where such Transfer is in connection with [***].
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Transferee to be Bound. PJP hereby covenants and agrees to cause any Person to whom any Property (other than non-essential Property as contemplated by Section 3.01) is sold, conveyed, transferred or assigned to execute such document or documents, in form and substance reasonably satisfactory to each other party, as will expressly bind such transferee to the terms of this Option Agreement. PJP and each of the Shareholders hereby covenants and agrees to cause any Person to whom it issues, sells, conveys, transfers or assigns any Shares to execute such document or documents, in form and substance reasonably satisfactory to each other party, as will expressly bind such transferee to the terms of this Option Agreement.
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Transferee to be Bound. Notwithstanding consent being given by one Shareholder to the other Shareholder for the Transfer of any part of the Shares of the Joint Venture Company owned by the transferring Shareholder to any Person, the transferring Shareholder shall cause and procure the transferee to agree in writing to perform and be bound by all duties and obligations of the transferring Shareholder, including the any transfer restrictions under Section 9.1 of this Agreement, except where the Transfer is made through open market trades which are not, directly or indirectly, related to a negotiated transaction between the transferring Shareholder and the transferee.
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Transferee to be Bound. The terms of this Redevelopment Agreement and the Exhibits attached hereto shall be binding upon the transferee or assignee, as to that portion of the Redevelopment Project transferred or assigned only, unless otherwise amended in writing, and any agreement between the Redeveloper and any transferee shall expressly state the transferee agrees to be so bound.
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Related to Transferee to be Bound

  • Repurchase Offers In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state:

  • Conditions to Purchase of Option Securities In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

  • CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK The obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:

  • Right of First Offer to Purchase Prior to Lessor accepting any offer to sell Premises or any part thereof, Lessor shall give Lessee written notice of such offer and Lessee shall have the opportunity to purchase the Premises or the part thereof offered for sale on the terms and conditions set forth in the notice of offer. Lessee shall have the option, which may be exercised by written notice to Lessor at any time within fifteen (15) days from the receipt of the Lessor's notice to sell Premises or portion thereof specified in the notice to Lessee. If Lessee fails to exercise its option within the 15-day period, Lessor shall have 270 days thereafter to sell the Premises or portion thereof in the notice, but in no case on terms more favorable than those offered to Lessee. If Lessor elects, within 270 days of Lessor's notice, to sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than the terms set forth in the above offer, then Lessor must re-offer the Premises or portion thereof on the same terms and conditions offered to the third party purchaser ("Lessor's Second Notice"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect to purchase Premises or portion thereof. If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to sell the Premises or portion thereof to the third party on the terms and conditions set forth in Lessor's Second Notice or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor's Second Notice for a period of 270 days. After 270 days Lessee's Right of First Offer to Purchase shall again be in effect for the Premises or portion thereof. Notwithstanding the above, Lessee's Right of First Offer to Purchase herein shall be null and void if the sale of Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Section 43.

  • Restriction on Transfer of Option Unless otherwise determined by the Committee in accordance with the Plan, (a) no part of the Option shall be Transferable other than by will or by the laws of descent and distribution and (b) during the lifetime of the Participant, the Option may be exercised only by the Participant or the Participant’s guardian or legal representative. Any attempt to Transfer the Option other than in accordance with the Plan shall be void.

  • Restrictions on Transfer of Option This Agreement and the Option shall not be transferable otherwise than (a) by will or by the laws of descent and distribution or (b) by gift to any Family Member of the Optionee, and the Option shall be exercisable, during the Optionee’s lifetime, solely by the Optionee, except on account of the Optionee’s Permanent and Total Disability or death, and solely by the transferee in the case of a transfer by gift to a Family Member of the Optionee.

  • Optional Purchase of Certain Mortgage Loans With respect to any Mortgage Loans which as of the first day of a Fiscal Quarter is delinquent in payment by 90 days or more or is an REO Property, EMC shall have the right to purchase any Mortgage Loan from the Trust which becomes 90 days or more delinquent or becomes an REO Property at a price equal to the Purchase Price; provided however (i) that such Mortgage Loan is still 90 days or more delinquent or is an REO Property as of the date of such purchase and (ii) this purchase option, if not theretofore exercised, shall terminate on the date prior to the last day of the related Fiscal Quarter. This purchase option, if not exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day of the related Fiscal Quarter. In addition, EMC shall, at its option, purchase any Mortgage Loan from the Trust if the first Due Date for such Mortgage Loan is subsequent to the Cut-off Date and the initial Scheduled Payment is not made within thirty (30) days of such Due Date. Such purchase shall be made at a price equal to the Purchase Price. If at any time EMC remits to the Master Servicer a payment for deposit in the Protected Account covering the amount of the Purchase Price for such a Mortgage Loan, and EMC provides to the Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Protected Account, then the Trustee shall execute the assignment of such Mortgage Loan prepared and delivered to the Trustee, at the request of EMC, without recourse, representation or warranty, to EMC which shall succeed to all the Trustee’s right, title and interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. EMC will thereupon own such Mortgage, and all such security and documents, free of any further obligation to the Trustee or the Certificateholders with respect thereto.

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