Compulsory Transfers. The Director or their delegate may transfer members of the same rank through various duties within the NTFRS for an appropriate purpose and for a specified period.
(a) Within a Centre - Within Darwin and Xxxxx Springs Only
(i) An employee may be transferred from day work to shiftwork or vice versa within a centre to meet a foreseen organisational requirement or for the employee’s career development.
(ii) The employee will be notified not less than six calendar weeks prior to the transfer. However, by agreement with the employee, the employee may take up the transfer at any time agreeable to both parties following notification.
(iii) At the conclusion of the transfer period or 12 months, whichever comes sooner, the employee will be reinstated to their previous position.
(b) Between Centres Compulsory transfers between centres will only occur after all avenues to fill vacant positions through voluntary transfer and lateral entry have been exhausted.
(c) Where an employee is transferred from day duty to shift duty or vice versa, the following will apply:
(i) the Director or their delegate will determine the duration of the transfer which may be any period up to a maximum of two years; and
(ii) where a transfer is to take place and it is not possible to give a precise duration, the matter is to be negotiated with a view to determining a mutually agreed duration; and
(iii) it’s intended that an employee on the completion of the period of transfer will be returned to shift duty or day duty, as the case may be, if the employee concerned so requests. Where the Director or their delegate believes that this is not appropriate, prompt consultation will take place with the employee concerned and with the employee representative if the employee so requests, prior to the expiration of the period of transfer; and
(iv) the Director or their delegate will provide written notice of not less than three months prior to the transfer. The notification will include the reason for the transfer and an indication of the duration. The three months notification period may be waived with the full agreement of the employee being transferred; and
(v) an employee may appeal to the Commissioner under the PSEM Act in writing setting out the grounds for their appeal; and
(vi) any employee who is the subject of a transfer within the meaning of this clause, will not be transferred again for a period of two years. The two years may be waived with the agreement of the employee concerned.
(d) Un...
Compulsory Transfers. 5.1 If a Share remains registered in the name of a deceased Shareholder for longer than XXX year after the date of his death, the directors may require the legal personal representatives of that deceased Shareholder either:
(a) to effect a Permitted Transfer of those Shares (including an election to be registered in respect of the Permitted Transfer); or
(b) to show, to the satisfaction of the directors, that a Permitted Transfer will be effected before (or promptly on) the completion of the administration of the estate of the deceased Shareholder.
5.2 If either paragraph (a) or paragraph (b) of this Clause 5.1 is not fulfilled to the satisfaction of the directors, a Shareholder will have been deemed to have served a valid Offer Notice in respect of each such Share.
5.3 A Shareholder will have been deemed to have served a valid Offer Notice relating to all of his Shares if that Shareholder:
(a) dies;
(b) becomes a patient under the Mental Health Ordinance;
(c) who is also:
(i) a director; or
(ii) employee of the Company resigns from his position (other than in circumstances of proven constructive dismissal).
(d) commits a material breach of this agreement which is either incapable of remedy or is not remedied within XXX Business Days of the Company or any other Shareholder requesting the remedy
(e) commits persistent breaches of this agreement;
(f) is also a director or employee and has his directorship or employment terminated due to his dishonesty, gross misconduct or neglect, fraud or illegal activities or any other ground for summary dismissal (other than in circumstances of proven unfair dismissal).
5.4 The Offer Notice will be deemed to have been given to (and received by) the Company and the other Shareholders on the day the event occurred. The sale price of the Shares will be taken to be:
(a) the fair value of the Shares where the event triggering the Offer Notice is mentioned in paragraphs (a), (b), or (c) immediately above; and
(b) the fair value or nominal value of the Shares (whichever is less) where the event triggering the Offer Notice is mentioned in paragraphs (d), (e) or (f) immediately above.
5.5 The procedure set out in Clause 4 (Transfer of Shares) then applies.
Compulsory Transfers. 15.1 A person entitled to a Share in consequence of the bankruptcy or winding up of a Shareholder shall be deemed to have given a Transfer Notice in respect of that Share at a time determined by the Directors.
15.2 If a Share remains registered in the name of a deceased Shareholder for longer than one (1) year after the date of his death the Directors may require the legal personal representatives of that deceased Shareholder either:
15.2.1 to effect a Permitted Transfer of such Shares (including for this purpose an election to be registered in respect of the Permitted Transfer); or
15.2.2 to show to the satisfaction of the Directors that a Permitted Transfer will be effected before or promptly upon the completion of the administration of the estate of the deceased Shareholder. If either requirement in this Clause 15.2 shall not be fulfilled to the satisfaction of the Directors a Transfer Notice shall be deemed to have been given in respect of each such Share save to the extent that the Directors may otherwise determine.
15.3 Unless otherwise determined by the Directors, if a Shareholder which is a company either suffers or resolves for the appointment of a liquidator, judicial manager, receiver or receiver and manager over it or any material part of its assets (other than as part of a bona fide restructuring or reorganisation), the relevant Shareholder (and all its Permitted Transferees) shall be deemed to have given a Transfer Notice in respect of all the Shares held by the relevant Shareholder and its Permitted Transferees.
Compulsory Transfers. Where a Limited Partner fails to comply with its obligations under clause 9.6 or where a Limited Partner's Interest, jurisdiction of tax residence or the status of, or the treatment or characterisation for applicable tax purposes of, the Partnership, any intermediate holding entity, Portfolio Company, payment or instrument in such jurisdiction is, in the opinion of the Manager (acting reasonably) likely to give rise to a material adverse effect on the Tax treatment or status of the Partnership, any other Partner, any intermediate holding entity or any Portfolio Company, the Manager may cause a Limited Partner to withdraw from the Partnership either by requiring the compulsory Transfer of its Interest in the Partnership or by compulsorily redeeming its Interest, as determined by the Manager in its absolute discretion and on such terms as the Manager, acting reasonably, shall determine. Meetings of the Partnership The Manager shall convene annual meetings of the Partnership and may, whenever it thinks fit, convene other meetings of the Partnership, in any case on not less than 14 days' written notice in advance. Any Investors whose Commitments in aggregate represent 25 per cent or more of the Total Commitments, or the Preferred Partner acting alone, may by notice in writing (accompanied by an agenda) requisition the Manager to call a meeting of the Partnership and the Manager shall convene such a meeting for a date no later than 21 days from the date of that notice. The Limited Partners may designate that the Manager and/or the General Partner (or their Associates or representatives) may not attend for all or part of such meeting. No business shall be transacted at any general meeting unless a quorum of Partners is present at the time when the meeting proceeds to business; save as herein otherwise provided, three Partners including the Preferred Partner present in person or by proxy shall be a quorum except if there are fewer than three Partners, in which case the meeting shall be quorate if all Partners attend. Any Partner may select a designee to attend and vote at any meeting on behalf of such Partner, and any Partner may attend a meeting by telephone or video conference.
Compulsory Transfers. 14.1 If any Shareholder (a “Defaulting Shareholder”):
(a) shall commit any material breach of its obligations under this Agreement and, if remediable, shall fail to take all necessary action to remedy such breach within fourteen (14) days upon the service of notice by any of the other Shareholder(s) (the “Non-Defaulting Shareholder(s)”) complaining of such breach;
(b) shall go into voluntary liquidation otherwise than for the purpose of reconstruction or amalgamation or an order of the court is made for its compulsory liquidation or shall have a receiver (or a receiver and manager) or similar officer appointed in respect of any substantial part of its assets or shall have a judicial manager or equivalent officer appointed;
(c) shall compound or make any composition or arrangement with its creditors;
(d) shall cease or threaten to cease wholly or to carry on its business, otherwise than for the purpose of a reconstruction or amalgamation without insolvency previously approved by the other Shareholders;
(e) shall sell, transfer, lease or otherwise dispose of the whole or substantially the whole of its assets, rights and undertaking;
(f) shall become insolvent;
(g) is subject to a distress, sequestration, execution, attachment or garnishee which is levied or enforced against its property, undertaking or revenues and is not discharged within ten (10) days;
(h) is unable to pay its debts as and when they fall due; or
(i) any of the matters in sub-clauses (b), (c), (d), (e) and (f) above occurs in relation to any holding company or ultimate holding company for the time being of the Defaulting Shareholder, then upon notice by any of the Non-Defaulting Shareholder(s) to the Company and the Defaulting Shareholder, the Defaulting Shareholder shall thereupon be deemed to have served on the Non-Defaulting Shareholder, a notice (the “Default Transfer Notice”) offering irrevocably to sell the legal and beneficial ownership of all its Shares (the “Sale Shares”) at the fair value of the Shares less twenty per cent (the “Default Prescribed Price”) as determined by the Auditors in accordance with clause 14.2 within fourteen (14) days after the issue of the Auditor’s certificate in accordance with clause 14.2 or such longer period as agreed by the Non-Defaulting Shareholders (the “Default Prescribed Period”). The procedure governing the sale of the Sale Shares pursuant hereto shall be in accordance with the procedure set out in clause 13.2 save for:
Compulsory Transfers. 11.2.1 The following events (“Relevant Events”) shall give rise to the compulsory transfer of Shares:-
(a) In relation to a Shareholder being an individual, such Shareholder is adjudicated bankrupt; or
(b) In relation to a Shareholder being a body corporate:
(i) A receiver, manager or judicial manager is appointed in respect of such Shareholder or over all or any part of its undertaking or its assets; or
(ii) such Shareholder enters into liquidation (other than a voluntary liquidation for the purpose of a bona fide scheme of solvent amalgamation or reconstruction).
11.2.2 On the date that a Relevant Event occurs in relation to a Shareholder, an Offer Notice will be deemed to have been given (hereinafter a “Deemed Offer Notice”) by the Shareholder in question (the “Defaulting Shareholder”) in respect of all the Shares as shall then be registered in the name of the Defaulting Shareholder at a price equivalent to consideration paid in respect of the issue or acquisition of the Defaulting Shareholder’s Shares, or Fair Value, whichever is the lower (the “Transfer Price”). A*CCELERATE-APTORUM PARTIES-Master Agreement
11.2.3 For the purposes of Clause 11.2.2, Fair Value shall be determined by an expert (the “Expert”) appointed by agreement between the Defaulting Shareholder and the Board, or in the absence of such agreement, appointed by the President for the time being of the Institute of Certified Public Accountants of Singapore. Such Expert shall act as expert and not as an arbitrator and his written determination shall (save in case of manifest error) be final and binding on the Defaulting Shareholder and the transferees of such Shares. Start-Up will use its best endeavours to procure that the Expert determines the Fair Value within twenty-one (21) days of being requested to do so. The costs of the Expert shall be borne (a) by Start-Up where no transfers subsequently occur pursuant to this Clause 11.2 or (b) equally by the Transferor and any transferee(s) where a transfer or transfers subsequently occur pursuant to this Clause. Fair Value in respect of the Defaulting Shareholder’s Shares shall be calculated as at the date of the appointment of the Expert and shall be based upon the following assumptions:
11.2.3.1 An arm’s length sale between a willing vendor and a willing purchaser;
11.2.3.2 If Start-Up is carrying on a business as a going concern, on the assumption that it will continue to do so;
11.2.3.3 That the Shares of the Defaulting Shareholder are cap...
Compulsory Transfers. 13.1 A Shareholder is deemed to have served a Sale Notice under Clause 11.2 (which, for the purposes of this Clause 13, shall apply to GLNG as if references to Stonepeak were to GLNG and references to GLNG were to Stonepeak) immediately before any of the following events:
(a) a petition being presented, or an order being made, for the Shareholder's bankruptcy; or
(b) an application to the court being made under section 99 of the Companies Act where the Shareholder intends to make a proposal to its creditors for a voluntary arrangement; or
(c) a receiver or manager is appointed by or on behalf of any creditor of the Shareholder with respect to the Shareholder or any of the Shareholder’s assets; or
(d) the Shareholder convening a meeting of its creditors or taking any other steps with a view to making an arrangement or composition in satisfaction of its creditors generally; or
(e) the Shareholder being unable to pay its debts as they fall due within the meaning of section 162 of the Companies Act; or
(f) the happening in relation to a Shareholder of any event analogous to any of the above in any jurisdiction in which it is resident, carries on business or has assets; or
(g) the Shareholder committing an Event of Default.
13.2 The deemed Sale Notice takes effect on the basis the Transfer Price for the Sale Shares shall be the aggregate Fair Market Value of the Sale Shares.
Compulsory Transfers.
19.1 The following events shall constitute a “Compulsory Transfer Event” with respect to a Manager:
(a) such Manager (or, where Manager Shares are held by QBRC as trustee for such Manager, QBRC) makes any Transfer of Instruments which is in breach of this Deed (or the Estate Planning Transferor (i) from whom the Instruments held by such Manager were Transferred in accordance with clause 16.4(a), or, as the case may be (ii) for whom the Manager Shares were previously held on disclosed bare trust as trustee by QBRC and at whose request such Manager Shares were Transferred by QBRC in accordance with clause 16.4(a), in either case breaches his undertaking in clause 16.4(a));
(b) such Manager is in material or persistent breach of the other terms of this Deed, or QBRC is in material or persistent breach of the QBRC Undertaking;
(c) where any of such Manager’s Manager Shares are held by QBRC as trustee on trust for such Manager, such trust arrangement is terminated, or the beneficiaries of such trust are added to or changed, without the prior written consent of HoldCo or except in compliance with clause 16.4(a);
(d) an Insolvency Event occurs in relation to such Manager (or, where Manager Shares are held by QBRC as trustee on trust for such Manager, in relation to QBRC); or
(e) such Manager (or the Estate Planning Transferor (i) from whom the Instruments held by such Manager were Transferred in accordance with clause 16.4(a), or, as the case may be (ii) for whom the Manager Shares were previously held on disclosed bare trust trustee by QBRC and at whose direction the legal title in such Manager Shares was transferred by QBRC to such Manager in accordance with clause 16.4(a)) ceases to be employed or engaged by and actively providing services to the Group, whether as a Director, managing officer, executive officer, employee, consultant or contractor, or the Manager Service Agreement relating to the same is terminated (such Manager or Estate Planning Transferor, a “Leaver”).
19.2 The following events shall constitute a “Compulsory Transfer Event” with respect to QBRC:
(a) QBRC makes any Transfer of Instruments (which it holds for itself or as trustee) which is in breach of this Deed;
(b) QBRC is in material or persistent breach of the other terms of this Deed or the QBRC Undertaking;
(c) an Insolvency Event occurs in relation to QBRC;
(d) there is a Change of Control of QBRC within the meaning set out in clause 19.3;
(e) there is any breach of the Regulator...
Compulsory Transfers. (a) If anything referred to in this Section 10.1 happens to a party it is a “Compulsory Transfer Event” in respect of that party and the provisions of this Section 10.1 and ARTICLE 11 shall apply:
(i) the party is unable to pay its debts as they become due or is otherwise insolvent within the meaning of Bankruptcy and Insolvency Act (Canada) or the bankruptcy or insolvency legislation applicable to that party;
(ii) a step is taken to initiate any process by or under which:
A. the ability of the creditors of the party to take any action to enforce their debts is suspended, restricted or prevented;
B. some or all of the creditors of the party accept, by agreement or in pursuance of a court order, an amount of less than the sums owing to them in satisfaction of those sums with a view to preventing the liquidation of assets of the party;
C. a Person is appointed to manage the affairs, business and assets of the party on behalf of the party’s creditors; or
D. the holder of a charge over assets of the party is appointed to control the business and assets of the party.
(iii) a process has been instituted that could lead to the party being liquidated or dissolved and its assets being distributed among the party’s creditors or shareholders;
(iv) A Change of Control of the party, although in the case of a transferee under Section 9.1(c) that ceases to be a member of the original shareholder’s Group, it shall transfer the shares back to the original shareholder from whom it received those shares or to another member of such original shareholder’s Group without being required to serve, or being deemed to have served, a Compulsory Transfer Notice in respect of its shares; or
(v) the party commits a material or persistent breach of this Agreement which if capable of remedy has not been so remedied within 15 Business Days of the other party requiring such remedy.
(b) If a Compulsory Transfer Event happens to a party (in this Section 10.1, the “Seller”), it shall give notice of it to the other party (in this Section 10.1, the “Buyer”) as soon as possible and, if it does not, it is deemed to have given notice of it on the date on which the Buyer becomes aware of such Compulsory Transfer Event (the “Compulsory Transfer Notice”).
(c) As soon as practicable after service, or deemed service, of the Compulsory Transfer Notice, the parties shall appoint the Valuer to determine the FMV of the Seller’s shares in the JVC (the “Sale Shares”) in accordance with Section 11.1.
(d) The ...
Compulsory Transfers. 13.1 If anything referred to in this Clause 13.1 occurs, AB7 has the right to sell all or part of its shares in the Company to BVI-1 or Xx. Xxxxx (Right of Compulsory Sale). Where the Right of Compulsory Sale is exercised, BVI-1 or Xx. Xxxxx shall purchase all of the shares offered by AB7 within thirty (30) days after the notification date of exercising of such right.
(a) Xx. Xxxxx, Xx. Xxxxx, BVI-1, or BVI-2, the Company, or AICHE commits a breach of its obligations under this agreement, the Framework Agreement, the Share Purchase Agreement, or the Investment Agreement.
(b) the warranties, representations and undertakings given pursuant to Clause 4 of the Investment Agreement by the Company, AICHE and Xx. Xxxxx or given pursuant to the Share Purchase Agreement by the BVI-1 and BVI-2, is untrue, incorrect or breached.
(c) AICHE transfers or suspends operating all or substantial part of its existing business (e.g. the business of fragrances and apps), except when prior written consent of AB7 is obtained.
(d) this agreement is terminated pursuant to subsection (b) or (d) of Clause 14.1.
(e) an estimation by AB7 reveals any actual or potential occurrence of unrecorded liability of JPY five (5) million or more (including pending imposition of taxes) may materialize on the part of the Company or AICHE, and BVI-1 or Xx. Xxxxx is unable to cover such contingent liability within one (1) month.
13.2 If anything referred to in this Clause 13.2 occurs, AB7 has the right to sell all or part of its shares in the Company to BVI-1 or Xx. Xxxxx so that AB7 shall not need to treat the Company as an equity-method affiliate in accordance with the accounting rules applicable to AB7 (Right of Particular Compulsory Sale). Where the Right of Particular Compulsory Sale is exercised, BVI-1 or Xx. Xxxxx shall purchase all of the shares offered by AB7 within thirty (30) days after the notification date of exercising of such right.
(a) an unqualified opinion has not been issued for any Financial Year by an external independent auditor due to any reason in relation to the Company or any of its Subsidiaries.
(b) there is any reasonable suspect that an unqualified opinion would not be issued for any Financial Year by an external independent auditor due to any reason in relation to the Company or any of its Subsidiaries.
(c) there is any unduly or inappropriate performance or nonperformance of the Company or any of its Subsidiaries, any director, officer or other employees of such compan...
