Transfers and Other Events Sample Clauses

Transfers and Other Events. 43 Section 9.1 Transfers in General 43 Section 9.2 Right of First Offer 46 Section 9.3 Participation Rights 48 Section 9.4 Change in Business Form 49 Section 9.5 Approved Sale 51 Section 9.6 Transfer of Restricted Securities 53 Section 9.7 Required Amendments; Continuation 54 Section 9.8 Resignation 54 Section 9.9 Void Assignment 54 Section 9.10 No Avoidance of Provisions 54 Section 9.11 Holdback Agreement 55 ARTICLE X DISSOLUTION, LIQUIDATION AND TERMINATION 55 Section 10.1 Dissolution 55 Section 10.2 Liquidation and Termination 56 Section 10.3 Certificate of Cancellation 56 ARTICLE XI GENERAL/MISCELLANEOUS PROVISIONS 57 Section 11.1 Offset 57 Section 11.2 Waiver of Certain Rights 57 Section 11.3 Excluded Opportunities 57 Section 11.4 Indemnification and Reimbursement for Payments on behalf of a Holder 57 (iii) TABLE OF CONTENTS Section 11.5 Assurances 58 Section 11.6 Notices 58 Section 11.7 Entire Agreement 58 Section 11.8 Waiver or Consent 59 Section 11.9 Amendment or Modification 59 Section 11.10 Severability 60 Section 11.11 Delivery by Facsimile or Portable Document Form (pdf) 60 Section 11.12 Successors and Assigns 60 Section 11.13 Remedies 60 Section 11.14 Third Parties 61 Section 11.15 GOVERNING LAW 61 Section 11.16 Counterparts 61 Section 11.17 Consent to Jurisdiction 61 SECTION 11.18 WAIVER OF JURY TRIAL 61 Section 11.19 Descriptive Headings; Interpretation; Construction 62 Section 11.20 Consent by Certain Holders 62 (iv) GLOSSARY OF TERMS Additional Permitted Sale 59 Additional Units 17 Affiliate 2 Agreement 2 Approved Sale 48 Assignee 42 Assignor 42 Audit Committee 28 Authorization Date 44 Authorized Sale Xxxxx 00 Xxxxxxxxx Xxxx Xxxxxx 44 Available Unit Purchase Notice 44 Available Units 44 BC Preferred Majority 22 BC Repurchase Right 22 Board 25 Capital Contribution 2 Cause 2 Certificate 3 Certificated Units 20 Change in Control 3 Class A Majority 3 Class A Portion 3 Class A Repurchase Right 22 Class A Unit 3 Class B Majority 3 Class B Portion 3 Class B Preferred 35 Class B Preferred Majority 35 Class B Unit 3 Class C Majority 3 Class C Portion 4 Class C Preferred 36 Class C Unit 4 Code 4 Companies 4 Compensation Committee 28 Competitor 41 Confidential Information 4 Consenting Legacy Holders 60 Contribution 60 Contribution Agreement 1 Covered Persons 54 Delaware Act 4 Disability 4 Dissociated Member 22 Dissociation 4 Dissolution 4 Distribution 5 Election Period 44 Excluded Holder 5 Executive Member 5 Fair Market Value 5 Fiscal Year 5 Formatio...
Sample 1Sample 2
AutoNDA by SimpleDocs
Transfers and Other Events. Section 10.1 Transfer of Membership Interest in the Company.
Sample 1
Transfers and Other Events 
Sample 1Sample 2Sample 3See All (18)
Transfers and Other Events 
Sample 1Sample 2Sample 3See All (13)

Related to Transfers and Other Events

  • Transfers and Other Liens Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

  • DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  • Definitions and Other Matters Section 1.1 Definitions 1 Section 1.2 Definitions Generally 4 ARTICLE II REGISTRATION RIGHTS

  • Transfers and Other Liens; Additional Shares (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement.

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • Voting and Other Rights (a) Only those Record Holders of Voting Shares on the Record Date set pursuant to Section 7.3 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Voting Shares have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Voting Shares shall be deemed to be references to the votes or acts of the Record Holders of such Voting Shares on such Record Date.

  • Transfer and Other Restrictions (a) Prior to the termination of this Agreement, Stockholder agrees not to, directly or indirectly:

  • Dilution and Other Adjustments The existence of this Option shall not impair the right of the Partnership or Alliance Holding or their respective partners to, among other things, conduct, make or effect any change in the Partnership’s or Alliance Holding’s business, any issuance of debt obligations or other securities by the Partnership or Alliance Holding, any grant of options with respect to an interest in the Partnership or Alliance Holding or any adjustment, recapitalization or other change in the partnership interests of the Partnership or Alliance Holding (including, without limitation, any distribution, subdivision, or combination of limited partnership interests), or any incorporation of the Partnership or Alliance Holding. In the event of such a change in the partnership interests of the Partnership or Alliance Holding, the Board shall make such adjustments to this Option, including the purchase price specified in Section 1, as it deems appropriate and equitable. In the event of incorporation of the Partnership or Alliance Holding, the Board shall make such arrangements as it deems appropriate and equitable with respect to this Option for the Participant to purchase stock in the resulting corporation in place of the Units subject to this Option. Any such adjustment or arrangement may provide for the elimination of any fractional Unit or shares of stock which might otherwise become subject to this Option. Any decision by the Board under this Section shall be final and binding upon the Participant.

  • Certain Libo Rate and Other Provisions 4.1. LIBO Rate Lending Unlawful......................................54 4.2. Deposits Unavailable............................................55 4.3. Increased LIBO Rate Loan Costs, etc.............................55 4.4.

Time is Money Join Law Insider Premium to draft better contracts faster.