Transferees. Any permitted transferee to whom rights under this Agreement are transferred shall, as a condition to such transfer, deliver to the Company a written instrument by which such transferee agrees to be bound by the obligations imposed upon the Purchaser under this Agreement to the same extent as if such transferee were a Purchaser hereunder.
Transferees. Any Partnership Interests owned by the Partners and transferred pursuant to this Article IX shall be and remain subject to all of the provisions of this Agreement.
Transferees. Notwithstanding anything to the contrary contained in this Agreement, no transfer of all or any part of any Interest shall be made if, as a result thereof, any income of the Company will be subject to corporate federal income tax. No transferee of all or any portion of any Interest shall be admitted as a Member unless such Interest is transferred in compliance with the applicable provisions of this Agreement, such transferee shall have furnished evidence of satisfaction of the requirements of Section 9.2 reasonably satisfactory to the remaining Members, and such transferee shall have executed and delivered to the Company such instruments necessary to effectuate the admission of such transferee as a Member and to confirm the agreement of such transferee to be bound by all of the terms and provisions of this Agreement with respect to such Interest. At the request of the remaining Members prior to such transfer, each such transferee shall also cause to be delivered to the Company, at the transferee's sole cost and expense, a favorable opinion of legal counsel reasonably acceptable to the Company, to the effect that such transferee has the legal right, power and capacity to own the Interest proposed to be transferred. As promptly as practicable after the admission of any Person as a Member, the books and records of the Company shall be changed to reflect such admission. Upon satisfaction of the requirements of this Section 9.3 and any other applicable provisions of this Agreement), such transferee shall be a substitute Member (a "SUBSTITUTE MEMBER") of the Company. All reasonable costs and expenses incurred by the Company in connection with any Transfer of any Interest and, if applicable, the admission of any transferee as a Member shall be paid by such transferee.
Transferees. (a) Any Permitted Transferee or Permitted Designee of a Stockholder, or any Qualified Distribution Transferee in a Distribution Transaction, shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee, Permitted Designee or Qualified Distribution Transferee were Liberty (in the event of a Distribution Transaction, or if Liberty or a Permitted Transferee of Liberty is the transferor) or Xxxxxx (if Xxxxxx or a Permitted Transferee of Xxxxxx is the transferor). Prior to the initial acquisition of beneficial ownership of any Common Shares by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee), and as a condition thereto, the applicable Stockholder agrees (i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) that (other than in the event of a Distribution Transaction) such Stockholder shall remain directly liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of such Permitted Transferees or Permitted Designees under this Agreement. Except as otherwise contemplated by this Agreement (including the terms of Section 4.2, Section 4.3 and Section 4.4 and pursuant to a Distribution Transaction), (i) each of Xxxxxx and Liberty agrees not to cause or permit any of its respective Permitted Transferees to cease to qualify as a member of such Stockholder’s Stockholder Group so long as such Permitted Transferee beneficially owns any shares of Class B Common Stock, and if any such Permitted Transferee shall cease to be so qualified, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “Permitted Transferee” for any purpose under this Agreement and (ii) each Stockholder agrees not to Transfer any Common Shares to any Affiliate other than a Permitted Transferee of such Stockholder.
Transferees. Any transferee to whom rights hereunder are transferred shall, as a condition to such transfer, deliver to the Company a written instrument by which such transferee agrees to be bound by the obligations imposed upon Rightsholders under this Agreement to the same extent as if such transferee were a party hereto.
Transferees. A transferee of all or a part of a Member’s Interest shall succeed to all or the transferred part of the Capital Account of the transferring Member.
Transferees. Any purchaser (or direct or indirect subsequent purchaser) of the Fee Estate or any interest in the Fee Estate shall be bound, as to subsequent Transfers, by Tenant’s ROFR, whether or not the instrument(s) of Transfer to such purchaser so state.
Transferees. No Third Party Transferee shall have any rights or obligations under this Agreement, except as specifically provided for in this Agreement and except that if such Third Party Transferee shall acquire Beneficial Ownership of more than 5% of the outstanding Total Equity Securities upon consummation of any Transfer or series of related Transfers from a Stockholder, to the extent such Stockholder has the right to Transfer a Demand Registration and assigns such right in connection with a Transfer, such Third Party Transferee shall have the right to initiate one or more Demand Registrations pursuant to Section 6.07 or any registration rights agreement that replaces or supersedes Section 6.07 (and shall be entitled to such other rights that a Stockholder would have applicable to such Demand Registration), subject to the obligations of such Stockholder applicable to such demand (and the number of Demand Registrations to which such Stockholder is entitled under Section 6.07 hereof shall be correspondingly decreased).
Transferees. Generally, a transferee (including an Assignee) of an Interest shall succeed to a pro rata portion of the Capital Account of the transferor; provided, however, that, if the transfer causes a termination of the Partnership under Section 708(b)(1)(B) of the Code, the Partnership’s properties shall be deemed solely for federal income tax purposes, to have been distributed in liquidation of the Partnership to the holders of Partnership Interests (including such transferee) and recontributed by such persons in reconstitution of the Partnership. In such event, the carrying values of the Partnership properties shall be adjusted immediately prior to such deemed distribution. The Capital Accounts of such reconstituted Partnership shall be maintained in accordance with the principles of this Agreement.
Transferees. Except as otherwise specifically provided herein, any and all provisions of this Agreement which apply to the Stockholders will apply with equal force to any Transferee.
