Automatic Transfer Sample Clauses

Automatic Transfer. For consideration of $1.00, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows. All of the Membership Interests of the Member shall be deemed to have been transferred to the Designated Transferee(s) designated as provided in Section 3(h), without further action by the Member, automatically and immediately upon the occurrence of any of the following events (each a “Transfer Event”); provided, however, that until the Designated Transferee(s) shall have been designated by Service Company pursuant to Section 3(h) and have obtained the Transfer Approval pursuant to Section 3(a), the Member shall continue to hold the Membership Interests in trust for the benefit of the Designated Transferee(s): (i) The Member’s death; (ii) The Member is adjudicated incompetent by any court of competent jurisdiction or becomes disabled such that he or she is unable with reasonable accommodation to render services on behalf of License Holder; (iii) The Member becoming disqualified under any applicable laws or the articles of organization or operating agreement of License Holder to continue to be a member of License Holder; (iv) The Member’s continued ownership of the Membership Interests would jeopardize License Holder’s or any Subsidiary’s continued ownership of applicable registration, permits or licenses necessary to conduct the business of License Holder or any Subsidiary or prohibit License Holder’s or any Subsidiary’s ability to pursue additional registrations, permits and licenses necessary for other locations; (v) The filing of a petition under the bankruptcy laws of the United States or any state with respect to the Member, License Holder or any Subsidiary, an assignment by the Member, License Holder or any Subsidiary for the benefit of creditors, or a receiver or trustee of the Member’s, License Holder’s or any Subsidiary’s rights or interests is appointed pursuant to any judicial proceeding; (vi) The Member is convicted of, pleads guilty or no contest to, any felony or any misdemeanor offense involving moral turpitude, dishonesty, theft, fraud or any other conduct that could reasonably be expected to impair the reputation or business of License Holder or any Subsidiary; (vii) The Member’s gross negligence, willful misconduct, fraud, dishonesty, misappropriation, embezzlement or theft with respect to License Holder or any Subsidiary, or the Member’s conduct, action, communication or failure to act that is materially disruptive, inju...

Automatic Transfer. The terms of this note include the requirement that payments are made to the loan by automatic transfer from the Borrower's primary checking account.

Automatic Transfer. Although there is any provision hereunder, at the date of initial public offering, the outstanding principal of the Bonds shall be deemed as being automatically converted into ordinary shares at an applicable conversion price. When automatic conversion occurs, any conversion right conferred in Article 4 shall cease. For the purpose of automatic conversion, the Conversion Date shall be the date of automatic conversion.

Automatic Transfer. 26 2.6 Conversion......................................................................27 2.7 Legend..........................................................................27 ARTICLE 3

Automatic Transfer. If an Offering Stockholder (a "Required Transferor") is required to Transfer shares of Stock to the other Purchaser (the "Transferee Stockholder") pursuant to this Agreement and the Required Transferor is unable or unwilling to Transfer such shares of Stock on or prior to the closing date for such Transfer, then, on such closing date, upon payment of the purchase price therefor by the Transferee Stockholder to the Company to hold in a segregated account for the benefit of the Required Transferor and compliance by the Transferee Stockholder with the remaining terms of such Transfer, the shares of Stock owned by the Required

Automatic Transfer. The Shares shall be deemed to have been transferred to Successor Shareholder, without further action by Shareholder, immediately upon the occurrence of any Transfer Event; provided, however, that until the designation of Successor Shareholder has been made effective pursuant to Section 11 below, Shareholder shall continue to hold the Shares in trust for the benefit of Successor Shareholder, subject to the limitations imposed by Section 10.3 below.

Automatic Transfer. The Shares shall be deemed to have been ------------------ transferred to the Successor Shareholder, designated as provided in Section 10, without further action by the Shareholder, immediately upon the occurrence of any of the following events (each a "Transfer Event"); provided, however, that -------- ------- until the Successor Shareholder shall have made the Shareholders designation effective pursuant to Section 10, the Shareholder shall continue to hold the Shares in trust for the benefit of the Successor Shareholder, subject to the limitations imposed by Section 9.3: (a) the death of the Shareholder; (b) the incompetence or permanent disability of the Shareholder such that the Shareholder is unable to render any professional services on behalf of Flagship; (c) the Shareholder becoming disqualified under Maryland law to be a shareholder of Flagship; (d) the resignation of the Shareholder pursuant to Section 3.2; (e) any attempt by the Shareholder or by any person to transfer the Shares, whether voluntarily or involuntarily, by operation of law or otherwise, to any person who is not the Successor Shareholder designated by PQC pursuant to Section 10; (f) the filing of any petition for or another documents causing or intended to cause a judicial, administrative, voluntary or involuntary dissolution of Flagship; or (g) the designation of a Successor Shareholder by PQC pursuant to Section 10, whether or not such designation has become effective under that provision.

Automatic Transfer. The parties accept and agree that the Transfer Regulations shall, upon the Transfer Date, operate to transfer the contract of employment and, where relevant, collective agreement(s) of each of the Transfer Employees that are in place prior to the Closing Date or, as the case may be, the relevant Subsequent Transfer Date to the relevant member of the Purchaser’s Group (save insofar as such contract or agreement relates to the transfer of any occupational pension scheme rights excluded from transfer pursuant to the Transfer Regulations), as if such contract of employment and/or collective agreement were originally made between the Transfer Employee and the relevant member of the Purchaser’s Group, and all rights, powers and Liabilities of the Seller or relevant member of the Seller’s Group in respect of such Transfer Employees shall be transferred to and assumed by the relevant member of the Purchaser’s Group.

Automatic Transfer. The Seller declares and warrants that no less and no more than all contracts of employment between, on the one hand, each Dutch or French Business Seller and, on the other hand, each Business Employee employed by such Persons will be transferred to the Purchaser or the Purchaser’s Group, by mere effect of applicable Law, in compliance with Article 7:663 of the Netherlands Civil Code in the Netherlands, and Article L.1224-1 of the French Labor Code in France. The Seller will indemnify and hold harmless the Purchaser and, as an irrevocable third-party stipulation, each member of the Purchaser’s Group for all and any costs and Liabilities, resulting directly or indirectly from any breach of such warranty, subject to Paragraph 4.2.

Automatic Transfer. Until (i) the initial drawdown of funds by, or the other issuance of credit to, ACE under binding agreements among ACE and third parties (which may include the U.S. government) that obligate such parties to lend to ACE funds for the construction of the ACP, and (ii) the execution and the delivery of the ESA, the Guaranty and the LTSA shall each have occurred, then either Party may by notice to the other Party effect an automatic transfer hereunder (and automatically if each of the foregoing shall not have occurred on or before the Third Closing Termination Date,1 unless otherwise agreed by the Members) then B&W TSG’s Membership Interests shall, without further action of, and at no cost to, the Members, automatically transfer to Holdings, free and clear of all liens and other encumbrances and B&W TSG shall deliver an officer’s certificate to Holdings to that effect and representing and warranting that B&W TSG is the holder of good and clear title to the Membership Interests being transferred. Each Member agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the transfer of B&W TSG’s Membership Interests to Holdings. In such event, and notwithstanding any other provision of this Article IV: (i) B&W TSG shall not be entitled to any consideration in connection with such transfer including, but not limited to, the break-up fee described in Section 4.12; (ii) Holdings shall cause the Company to timely pay to B&W TSG or its affiliates all amounts due as of the date of such automatic transfer under the Fee Agreement, any seconding agreement or any other contract with B&W TSG or its affiliates to which the Company is a party; and (iii) the Company shall indemnify and hold harmless B&W TSG from all costs, expenses or liabilities of the Company incurred from or after the date of such transfer.