Approved Transfers. If a Transfer by the General Partner is approved by 66 2/3% in Interest of the Limited Partners pursuant to Section 7.5(a), each of the remaining Limited Partners shall be deemed to have consented to such Transfer. If 66 2/3% in Interest of the Limited Partners consents to the admission of the transferee as a constituent general partner of the Partnership, each of the remaining Limited Partners shall be deemed to have consented to such admission. Any additional or successor General Partner is hereby authorized to and shall continue the Partnership without dissolution and shall be fully bound by the obligations, and limitations on the authority, of the General Partner set forth in this Agreement.
Approved Transfers. (a) Anything in Section 10.01 to the contrary notwithstanding, the General Partner may, without the consent of the other Partner, undergo a Transfer, in whole but not in part: [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
(b) Anything in Section 10.01 to the contrary notwithstanding, NYSCRF may, without the consent of the other Partner [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
(c) Upon any Transfer undertaken in accordance with Section 10.02, the transferring Partner shall promptly deliver to the non-transferring Partner (i) an assignment and assumption agreement, in form and substance reasonably acceptable to the non-transferring Partner, whereby the transferring Partner assigns, and the transferee accepts and assumes, all of the transferring Partner’s rights, obligations and liabilities hereunder, and (ii) the other instruments contemplated by Sections 10.04(b)-(f); provided the requirements of Section 10.04(a) shall not apply to any such Transfer. Upon the delivery to the non-transferring Partner of the instruments referenced in clauses (i) and (ii) above, if the transfer results in a new Partner (as opposed to the acquisitions of interests in the existing Partner), the transferring Partner shall withdraw from the Company in accordance with Section 10.03 and be released from all liability hereunder, and the transferee shall be deemed admitted as a Partner pursuant to Section 10.04 and shall be deemed to have assumed all of the rights, duties, obligations and liabilities of the transferring Partner under this Agreement.
(d) Anything in this Section 10.02, or otherwise in this Agreement, to the contrary notwithstanding, no Transfer or assignment of a Partnership Interest shall be made (i) if such Transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such Transfer causes the Company to be taxed as a “publicly traded partnership” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code; or (ii) if such Transfer, in the opinion of counsel selected by the General Partner and reasonably acceptable to NYSCRF, would not allow Liberty Property Trust to continue to be taxed as a REIT under the Code or would subject Liberty Property Trust to any material taxes under Sections 857 or 4981 of the...
Approved Transfers. Any Family Holder may transfer any shares of Common Stock to any other person, firm or entity with the prior written consent of SIK (which SIK may withhold for any reason or for no reason in his sole discretion).
Approved Transfers. If we decide not to exercise our right of first refusal, and if we approve the transfer in writing, you (or the transferor of an interest in you) may make the proposed transfer on the exact terms and conditions specified in your notice to us, within 60 days after the expiration of our option. If there is any material change in the terms of the transfer or the assets or interest(s) to be transferred or if the transfer is not consummated within such 60-day period, you may not thereafter make any transfer without again complying with this Section. You must keep the bank account designated for the Payment Methods (as provided in Section 3.(e)) open for a minimum of 90 days after the transfer and to fund such account in sufficient amounts to permit us to use the Payment Methods to collect amounts owed to us and/or any of our Affiliates in connection with your operation of the Restaurant. In the case of an approved transfer of this Agreement and/or the assets of the Restaurant, the transferee has the option of assuming this Agreement for its then remaining term or executing a new agreement in the form of the then current Franchise Agreement being offered to Papa John’s franchisees with a Term equal to the remaining Term hereof (except that no Initial Fee will be due); provided that the transferee must make the same election for all Restaurants it is acquiring from you.
Approved Transfers. Notwithstanding any of the transfer restrictions set forth in Section 5, 7 or 8, any Stockholder may Transfer any interest in any Securities, PF Telecom Shares or Treg Shares without complying with such restrictions with the prior written consent of each of Odyssey, Xxxx and PF Telecom.
Approved Transfers. After the Lock-Up Period, any Family Holder may ------------------ transfer any shares of common stock to any other person, firm or entity with the prior written consent of SIK (which SIK may withhold for any reason or for no reason in his sole discretion).
Approved Transfers. Any member of Tenant shall have the right to sell, pledge, assign or otherwise transfer from time to time all or any part of such member's interest in Tenant to any person or entity which has been approved by Landlord, which approval shall not be unreasonably or arbitrarily withheld, conditioned, or delayed. Without limiting the generality of the foregoing, it shall be unreasonable for Landlord to withhold, condition, or delay such approval if the proposed assignee, transferee or purchaser shall have the qualifications, experience and financial responsibility required to fulfill the obligations of Tenant pursuant to this Lease or if Tenant concurrently with the sale, transfer or assignment of such membership interest shall have entered into a firm contract with a management company which has the qualifications and experience to manage and operate the Premises (and all additions and expansion thereof) and otherwise to perform the obligations of Tenant hereunder to be performed by such management company.
Approved Transfers. In the event of any assignment or transfer of this Agreement which has been approved by Licensor, Licensee, (and if a corporation or partnership, then the individual shareholders, directors and officers, or partners, and each of them) shall nevertheless continue and remain obligated -24- 35 and subject to all the terms hereof.
Approved Transfers. Notwithstanding any of the transfer restrictions set forth in §§2, 3(a), (b) or (c), 4, 5 or 6, any Stockholder may Transfer any shares of Common Stock, without complying with such restrictions with the prior written consent of the Management Stockholders and Phronesis.
Approved Transfers. Notwithstanding the foregoing, Landlord is deemed to have consented to any transfer, conveyance, or assignment of a Controlling Interest in the Tenant to Landlord or an Affiliate of Landlord.
