Additional Transfer Requirements Clause Samples
The "Additional Transfer Requirements" clause sets out specific conditions or obligations that must be met when transferring rights, assets, or data under an agreement. Typically, this clause details extra steps such as obtaining third-party consents, complying with regulatory approvals, or ensuring certain documentation is completed before a transfer can occur. Its core practical function is to ensure that all necessary legal, regulatory, or contractual prerequisites are satisfied, thereby reducing the risk of invalid or incomplete transfers and protecting the interests of all parties involved.
Additional Transfer Requirements. It is highly recommended that students in the first two years of an Art program begin to develop a portfolio of their work and continue to develop the portfolio in their junior and senior years. The portfolio should consist of two-dimensional and three-dimensional work samples and serves as a record of the visual work accomplished in the major specific courses. The portfolio may consist of actual work samples or a digital record of the work samples. Work samples should show a balance of conceptual and technical skills. Some four year institutions will require a portfolio to complete the admission process.
Additional Transfer Requirements. External Cap Agreement. Not applicable.
Additional Transfer Requirements. Any Transfers permitted pursuant to the terms of this Agreement shall be invalid unless:
(a) the transferee of the Shares ("Transferee") agrees in writing to become a party to, and subject to the terms and conditions of, this Agreement;
(b) the Transferee pays all transfer agent costs and expenses arising with respect to the contemplated Transfer;
(c) if requested by the Company (which request shall not be unreasonable), the Transferee delivers an opinion of counsel, satisfactory to the Board of Directors, that the Transfer is exempt from the registration or qualification requirements of, and is otherwise in compliance with, all applicable federal and state securities law; and
(d) the spouses, if any, of the transferring Stockholder and the Transferee (as applicable) execute and deliver to the Company and other Stockholders, Spousal Consents substantially in the form of Exhibit B attached hereto. In addition, no Transfer by any Stockholder of all or a portion of such Stockholder's Shares shall be permitted if the consummation of such Transfer would result in any breach or violation of any applicable law.
Additional Transfer Requirements. (a) Unless a New Senior Lender or a new Hedging Counterparty expressly agrees with the Intercreditor Agent in writing to the contrary, in no event shall an assignment, novation or transfer of rights or obligations permitted under Clause 28.2 (Transfers by Senior Lenders) or an accession permitted under Clause 28.4 (Hedging Counterparties) (as the case may be) be effective unless and until the Intercreditor Agent confirms to the Existing Senior Lender and the New Senior Lender that the Borrower has complied with those of its obligations under paragraph (b) below which the Intercreditor Agent determines are required under Applicable Law to be performed prior to the assignment, novation or transfer, or accession, taking effect.
(b) The Borrower undertakes that it shall, promptly upon request of the Intercreditor Agent and at its cost:
(i) do all things necessary to ensure that the Senior Finance Parties (including any proposed New Senior Lender and new Hedging Counterparty) are registered as Senior Secured Parties under each Onshore Security Document registered with the Fiduciary Registration Office Jakarta, Indonesia;
(ii) do all things necessary to ensure that the Senior Finance Parties (including any proposed New Senior Lender) are registered as the applicable Senior Finance Parties with the PKLN Team;
(iii) obtain the Bank Indonesia’s approval and/or registration of the Senior Finance Parties (including any proposed New Senior Lender), to the extent that such approval has not been granted previously and is customarily obtained pursuant to prevailing market practice;
(iv) obtain all authorisations, registrations and do all other things that it is required to obtain or do under Applicable Law, or which the Intercreditor Agent reasonably considers necessary or desirable, to ensure that:
(A) each Senior Finance Document will continue to be a legally valid, binding and enforceable obligation of each party thereto (including a proposed New Senior Lender and new Hedging Counterparty); and
(B) the Security Interests created by each Security Document will continue to be valid and effective in all respects (including in respect of a proposed New Senior Lender and new Hedging Counterparty); and
(C) each Security Document that is governed by Indonesian law will continue to be a legally valid, binding and enforceable obligation of each party thereto and the Security Interests created by each such Security Document will continue to be valid and effective and will exten...