Additional Conditions to Transfer Sample Clauses

Additional Conditions to Transfer. Notwithstanding the terms and provisions of Section 14.1 of this Operating Agreement, no Member shall have the right voluntarily or involuntarily to sell, transfer, assign or otherwise dispose of all or any portion of any Membership Interest, and no such purported sale, transfer, assignment or other disposition need be recognized by the Company, unless all of the following conditions are satisfied or waived by the Board of Managers: (a) The sale, transfer, assignment or other disposition shall not of itself cause the Company to be in default under any indebtedness of the Company; (b) The Transferring Member shall deliver to the Company an opinion in form and substance and from legal counsel reasonably acceptable to the Board of Managers stating that such sale, transfer, assignment or other disposition does not violate any federal securities law, or any applicable gaming law, the Transferee shall deliver such additional documents respecting the Transferee’s investor suitability and other legal or investment matters as the Board of Managers reasonably may require, including, without limitation, the suitability questionnaire referred to in Section 7.5 of this Operating Agreement, and the Company shall have no duty to participate in, cause or pay for any registration or qualification procedure under federal or state securities law; (c) The Transferring Member shall deliver to the Company a fully-executed written agreement of sale, transfer, assignment or other disposition that sets forth the name, address and social security or taxpayer identification number of the Transferee and the terms of such sale, transfer, assignment or other disposition, provided that such terms shall not conflict with any provision of this Operating Agreement; and (d) The Transferee (and such Transferee’s spouse, where applicable), whether or not admitted to the Company as a Member under this Operating Agreement, shall execute and deliver to the Company and the Members and the Interest Holders a counterpart of this Operating Agreement, thereby binding the Transferee (and such Transferee’s spouse, where applicable) to the terms and provisions of this Operating Agreement.
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Additional Conditions to Transfer. In addition to the other conditions contained in this Article VIII, a Partner may sell, transfer, assign or subject to security interest any or all of its interest in the Partnership only upon satisfaction of the following conditions: (a) an assignee or transferee of, or holder of a security interest in, the Partnership interest shall not become a substituted Limited Partner without the consent of the General Partner in its sole discretion; (b) such sale, transfer, or assignment may not be made if it would impair the ability of the Partnership to be taxed as a partnership or if it would result in a “termination” of the Partnership pursuant to Section 708 of the Code, as determined by the General Partner in its sole discretion; (c) such sale, transfer or assignment may not be made if it would cause the Partnership to register as an investment company under the Investment Company Act of 1940; (d) such Partner and its purchaser, transferee, or assignee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transaction as are in form and substance reasonably satisfactory to the General Partner, including, without limitation, with respect to a person seeking admission as a substituted Limited Partner, a written notice delivered to the General Partner requesting such admission and the written acceptance and adoption by such person of the provisions of this Agreement; (e) upon request of the General Partner, such Partner furnishes an opinion of counsel, the expense of obtaining said opinion to be borne solely by such Partner, reasonably satisfactory in form and substance to the Partnership‟s counsel, to the effect that: (i) such sale, transfer or assignment will not impair the ability of the Partnership to be taxed as a Partnership, will not result in a “termination” of this Partnership pursuant to Section 708 of the Code or otherwise impair its treatment for federal tax purposes; and (ii) such sale, transfer or assignment will not violate any applicable federal or state securities laws, or cause the Partnership to have to register under the Investment Company Act of 1940; (f) such Partner pays the Partnership a transfer fee which is sufficient to pay all reasonable expenses of the Partnership in connection with such transaction; and (g) the purchaser, transferee, or assignee represents in writing, in form and substance satisfactory to the General Partner, that it is acquiring the Partnership inter...
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Additional Conditions to Transfer. In addition to meeting the requirements of Section 9.1, a Transfer shall not be effective until all of the following have been satisfied: (a) The transferee consents in writing, in form reasonably satisfactory to the Board, to be bound by the terms of this Agreement; (b) If requested by the Board, satisfactory evidence is delivered to the Board that such assignment is not a Restricted Transfer; (c) The transferor provides the Board with any information reasonably requested by the Board in order for the Company to comply with the requirements of Code Section 6050K or any other reporting requirements imposed by law, provided that the Board determines, with the advice of legal counsel, if necessary, that the Transfer is subject to Code Section 6050K or any other reporting requirements imposed by law; (d) The transferee, upon request of the Board, shall execute such certificates or other documents and perform such acts as the Board reasonably deems appropriate to preserve the limited liability status of the Company under the laws of the jurisdiction in which the Company is doing business; and (e) The transferor agrees to pay all reasonable expenses, including attorneys' fees, incurred by the Company in connection with such Transfer.
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Additional Conditions to Transfer. In connection with the Transfer of any Stockholder Shares (other than pursuant to a Public Sale or pursuant to Rule 144A under the Securities Act (or any similar provisions then in force)), the holder thereof will deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer, together with an opinion of Jenner & Block or other counsel which to the Company's reasonable satisfaction is knowledgeable in securities law matters to the effect that such transfer of Stockholder Shares may be effected without registration of such Stockholder Shares under the Securities Act. In addition, if the holder of the Stockholder Shares delivers to the Company an opinion of Jenner & Block or such other counsel that no subsequent transfer of such Stockholder Shares will require registration under the Securities Act, the Company will promptly upon such contemplated Transfer deliver new certificates for such Stockholder Shares which do not bear the Securities Act legend set forth in Section 4.6. If the Company is not required to deliver new certificates for such Stockholder Shares not bearing such legend, the holder thereof will not Transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section and Section 4.6.
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Related to Additional Conditions to Transfer

  • Additional Conditions As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

  • Additional Conditions to Closing (a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance and transfer of the Acquisition Shares by SKYC and the transfer of the Shares by FDH shall have been received. (b) No preliminary or permanent injunction or other order by any federal, state or foreign court of competent jurisdiction which prohibits the consummation of the Exchange shall have been issued and remain in effect. No statute, rule, regulation, executive order, stay, decree, or judgment shall have been enacted, entered, issued, promulgated or enforced by any court or governmental authority which prohibits or restricts the consummation of the Exchange. All Requisite Regulatory Approvals shall have been filed, occurred or been obtained and all such Requisite Regulatory Approvals shall be in full force and effect. (c) There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Exchange, by any federal or state Governmental Body which, in connection with the grant of a Requisite Regulatory Approval, imposes any condition or restriction upon the Surviving Corporation or its subsidiaries (or, in the case of any disposition of assets required in connection with such Requisite Regulatory Approval, upon SKYC, its subsidiaries or FDH or any of their subsidiaries), including, without limitation, requirements relating to the disposition of assets, which in any such case would so materially adversely impact the economic or business benefits of the Exchange as to render inadvisable the consummation of the Exchange.

  • Additional Conditions to Issuance of Stock If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares.

  • ORIGINAL CONDITIONS A. All reinsurance under this Contract shall be subject to the same rates, terms, conditions, waivers and interpretations and to the same modifications and alterations as the Policy, subject to the terms and conditions of this Contract, and the Reinsurer shall be credited with its exact proportion of the Insured's premiums due to the Company under the Policy. B. Nothing herein shall in any manner create any obligation or establish any right against the Reinsurer in favor of third parties or any persons not parties to this Contract except as provided with respect to the Insured in this Contract or in the Assumption of Liability Endorsement. C. In the event of a Quota Share Reduction, as that term is defined under the Policy, each Subscribing Reinsurer's participation percentage in this Contract shall be increased in the proportion that 100% bears to the total Subscribing Reinsurer's participation after the Quota Share Reduction. For the avoidance of doubt, such participation percentage increase is necessary to account for the reduction provisions of the Reduction Under Quota Share Contract Article of the Policy. If applicable, the Remaining Aggregate Retention, as that term is defined under the Policy, would likewise be adjusted. Any termination of a Subscribing Reinsurer's participation in this Contract shall not require the consent of any other Subscribing Reinsurer. As respects each Subscribing Reinsurer still participating on this Contract following the Reinsurer Reduction Date, as that term is defined under the Policy, in no event shall its share of the aggregate limit following the Reinsurer Reduction Date be greater than its share of the aggregate limit prior to the Reinsurer Reduction Date, notwithstanding that its participation percentage may increase as a result thereof. As an example, where the aggregate limit is $300,000,000 with each of three Subscribing Reinsurers retaining a 33.33% share ($100,000,000 each), and one Subscribing Reinsurer's share is terminated, then the resulting aggregate limit becomes $200,000,000 with each of the two remaining Subscribing Reinsurers retaining a 50.00% share (i.e., 33.33% x 100%/66.67%). As respects each of the two remaining Subscribing Reinsurers, its share of the aggregate limit shall remain at $100,000,000.

  • Additional Conditions to Obligation of the Company The obligation of the Company to effect the Merger is also subject to the following conditions:

  • Additional Conditions to Obligations of Buyer The obligation of Buyer to effect the Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in writing exclusively by Buyer:

  • Additional Conditions to Obligations of Seller The obligation of Seller to effect the Merger is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Seller:

  • Additional Conditions to Obligations of Company The obligation of Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Company:

  • Additional Conditions Precedent No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

  • Amendments; Waivers; No Additional Consideration No provision of this Agreement may be waived or amended except in a written instrument signed by the Company, Parent and the Shareholders. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

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