Conditions of Transfer. With respect to any Performance Share Units awarded to Employee, as a condition of Employee receiving a transfer of corresponding Common Shares in accordance with paragraph 4 above, Employee shall meet all of the following conditions during the entire period from the Grant Date hereof through the Distribution Date relating to such Performance Share Units:
(a) Employee must continue to be an active employee of the Company (“Continuous Employment”);
(b) Employee must refrain from Engaging in Competition (as defined in Section 2.25 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”); and
(c) Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s operations, financial condition or business reputation. (“No Improper Conduct”). The Company’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive. If Employee should fail to meet the requirements relating to (i) Continuous Employment, (ii) Non-competition, or (iii) No Improper Conduct, then Employee shall forfeit the right to receive a distribution of any Performance Share Units for which the above conditions of transfer have not already been met as of the time such failure is determined, and Employee shall accordingly forfeit the right to receive the transfer of title to any corresponding Common Shares. The forfeiture of rights with respect to Performance Share Units (and corresponding Common Shares) shall not affect the rights of Employee with respect to any Performance Share Units for which the above conditions of transfer already have been met nor with respect to any Common Shares the title of which has already been transferred to Employee’s Account.
Conditions of Transfer. A transfer of Investor Shares shall be effective only if:
(a) The transferor has notified the Manager of the proposed transfer at least thirty (30) business days in advance, describing the terms and conditions of the proposed transfer and any other information reasonably requested by the Manager;
(b) The transferee has executed a copy of this Agreement, agreeing to be bound by all of its terms and conditions;
(c) A fully executed and acknowledged written transfer agreement between the Transferor and the transferee has been filed with the Company;
(d) All costs and expenses incurred by the Company in connection with the transfer are paid by the transferor to the Company, without regard to whether the proposed transfer is consummated; and
(e) The Manager determines, and such determination is confirmed by an opinion of counsel satisfactory to the Manager stating, that (i) the transfer does not violate the Securities Act of 1933 or any applicable state securities laws, (ii) the transfer will not require the Company or the Manager to register as an investment company under the Investment Company Act of 1940, (iii) the transfer will not require the Manager or any affiliate that is not registered under the Investment Advisers Act of 1940 to register as an investment adviser, (iv) the transfer would not pose a material risk that (A) all or any portion of the assets of the Company would constitute “plan assets” under ERISA, (B) the Company would be subject to the provisions of ERISA, section 4975 of the Code or any applicable similar law, or (C) the Manager would become a fiduciary pursuant to ERISA or the applicable provisions of any similar law or otherwise, and (v) the transfer will not violate the applicable laws of any state or the applicable rules and regulations of any governmental authority; provided, that the delivery of such opinion may be waived, in whole or in part, at the sole discretion of the Manager.
Conditions of Transfer. The following terms and conditions apply in respect of a Transfer:
(a) the Tenant and the Transferee shall execute, prior to the Transfer being made, an agreement with the Landlord in the Landlord’s form including the Transferee’s covenant to be bound by all of the terms of this Lease and to amend the Lease to incorporate such terms, covenants and conditions as are necessary so that the Lease will be in accordance with the Landlord’s standard form of lease in use for the Building at the time of the Transfer;
(b) notwithstanding any Transfer, the Tenant shall remain liable under this Lease and shall not be released from performing any of the terms of this Lease. The Tenant’s liability shall continue notwithstanding any amendment of this Lease throughout the Term and any exercise of any renewal or extension of the Term provided for herein, regardless of whether or when an amendment of this Lease is made (however the original Tenant’s liability will not be increased by any amendment that it is not a party to) and notwithstanding that the Landlord may collect rent from the Transferee;
(c) if the basic and additional rent (net of reasonable out of pocket costs for improving and subleasing any sub-premises, leasehold improvements, demising costs, commissions, professional advisory fees, real estate fees, other associated costs, cash allowances and for alterations required by and made for the Transferee by the Tenant, amortized on a straight line basis over the term of the Transfer) to be paid by the Transferee under such Transfer exceeds the Basic Rent and Additional Rent payable by the Tenant hereunder, the amount of such excess shall be paid by the Tenant to the Landlord. If the Tenant receives from any Transferee, either directly or indirectly, any consideration other than basic rent or additional rent for such Transfer, either in the form of cash, goods or services, the Tenant shall immediately pay to the Landlord an amount equivalent to such consideration;
(d) if the Transfer is a sublease, the Transferee will agree to waive any statutory or other right to apply to a court or to otherwise elect to: (i) retain the unexpired term of the Lease or the unexpired term of the sublease; (ii) obtain any right to enter into any lease or other agreement directly with the Landlord; or (iii) otherwise remain in possession of any portion of the Premises, in any case where the Lease is terminated, surrendered or otherwise cancelled, including, without limitation, any disc...
Conditions of Transfer. (A) If there is a permitted transfer, Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent required to be paid pursuant to this Lease, but no acceptance by Landlord of any payments by a Transferee shall be deemed a waiver of any provisions hereof regarding Tenant. Any consent by Landlord shall be subject to Tenant and Transferee executing an agreement with Landlord agreeing: (i) that the Transferee will be bound by all of the terms of this Lease as if such Transferee had originally executed this Lease as tenant, and (ii) to amend this Lease to incorporate such terms, covenants, and conditions as are necessary so that this Lease will be in accordance with Landlord's standard form of Lease in use for the Office Building at the time of the transfer, and so as to incorporate therein any conditions imposed by Landlord in its consent to such transfer and such further conditions as may be required by the provisions of this Section 11.03.
(B) Notwithstanding any transfer permitted or consented to by Landlord, or acceptance of Rent from the Transferee, Tenant (and Guarantor if applicable) shall be jointly and severally liable with the Transferee under this Lease and shall not be released from performing any of the terms of this Lease.
(C) Notwithstanding the effective date of any permitted transfer as between Tenant and the Transferee, all Minimum Rent for the month in which such effective date occurs shall be paid by Tenant so that Landlord will not be required to accept partial payments of Minimum rent for such month from either Tenant or Transferee.
Conditions of Transfer. 51 15.3 Transfer of Interest in Landlord........................................................................52 ARTICLE 16.......................................................................................................53
Conditions of Transfer. Any Transfer of the Leased Property permitted by Section 15.1 shall be subject to the prior or simultaneous satisfaction of the following conditions:
(a) Landlord shall transfer its rights hereunder to the Security Deposit to the successor landlord and the Security Deposit with respect to the Leased Property shall continue to be held by the successor landlord in accordance with the terms and conditions set forth in Section 3.5;
(b) The definition of "Other Leases" and "Collective Leased Properties" set forth in this Agreement shall be amended to eliminate any references to any of the Other Leases or Collective Leased Properties not simultaneously transferred to the successor to Landlord under this Agreement, and the references to "Other Leases" and "Collective Leased Properties" set forth in the Other Leases shall no longer include this Lease or the Leased Property;
Conditions of Transfer. (a) The consent of the Borrower (but not the other Obligors) is required for a transfer by a Lender unless the transfer is to another Lender or an Affiliate of a Lender or an Event of Default is continuing, in which case, no consent from the Borrower is required (unless the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below).
(b) The consent of the Borrower to a transfer must not be unreasonably withheld or delayed. For the avoidance of doubt, it will be reasonable for the Borrower to refuse its consent, where the transfer would result in the Borrower having to make any payment described in paragraph (d)(ii) below.
(c) Other than in the case of a transfer permitted by paragraph (b) of Clause 25.1 (Permitted Debt Purchase Transactions), a transfer will be effective only if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with.
(d) If:
(i) a Lender transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under:
(A) Clause 13 (Tax gross-up and indemnities); or
(B) Clause 14 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the transfer or change had not occurred.
Conditions of Transfer. No Transfer will be effective, unless the following conditions of Transfer are satisfied: a where a Share is proposed to be transferred to a third party: i the third party has delivered an executed copy of a Deed of Adherence to the Board; and ii the Board is reasonably satisfied that the third party is of good standing, financial substance and reputation; and b the Shareholder wishing to Transfer its Share has paid all amounts owing by it to BoatCo under this Agreement; and c the Shareholder has paid the Transfer Fee to the Manager.
Conditions of Transfer. Except as otherwise provided in paragraph 8 below, with respect to any RSUs awarded to Employee under this Agreement, as a condition of Employee receiving a transfer in accordance with paragraph 4 above of any Common Shares earned in accordance with paragraph 5 and Appendix A, Employee shall meet all of the following conditions during the entire period from the Grant Date hereof through the Settlement Date relating to such RSUs:
(a) Employee must continue to be an active employee of the Company or any Subsidiary (“Continuous Employment”);
(b) Except to the extent prohibited or unenforceable under applicable law, Employee must refrain from Engaging in Competition (as defined in Section 2.17 of the Plan) without first having obtained the written consent thereto from the Company (“Non-competition”); and
(c) Employee must refrain from committing any criminal offense or malicious tort relating to or against the Company or any Subsidiary or, as determined by the Committee in its discretion, engaging in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company’s or a Subsidiary’s operations, financial condition or business reputation (“No Improper Conduct”). The Company’s determination as to whether or not particular conduct constitutes Improper Conduct shall be conclusive. If Employee should fail to meet the requirements relating to (i) Continuous Employment, (ii) Non- competition, or (iii) No Improper Conduct, then Employee shall forfeit the right to earn any RSUs granted hereunder, and Employee shall accordingly forfeit the right to receive the transfer of title to any Common Shares underlying such RSUs. The forfeiture of rights with respect to RSUs (and corresponding Common Shares) shall not affect the rights of Employee with respect to any Common Shares the title of which has already been transferred to the Account.
Conditions of Transfer. Any transfer of the Leased Property permitted by Section 15.1 shall be subject to the prior or simultaneous satisfaction of the following conditions:
(a) The Retained Funds with respect to the Leased Property shall, at the election of Landlord, (i) be deposited in an escrow account on terms and conditions reasonably satisfactory to Tenant; (ii) be treated as prepaid Minimum Rent for the last year of the Term and Landlord and Tenant shall, prior to the transfer, enter into an amendment to this Agreement reflecting such treatment, such amendment to be in form and substance reasonably satisfactory to Landlord and Tenant; (iii) be paid to Tenant at a discounted rate based on the interest rate published in The Wall Street Journal for U.S. Treasury Obligations having a maturity, closest in time to the last day of the then current Term (including, for this purpose, all exercised Extended Terms); or (iv) be likewise transferred to a successor obligor whose unsecured long term debt is rated investment grade by a nationally recognized rating agency or another successor obligor satisfactory to Tenant in its sole discretion and all Landlord obligations with respect to the same expressly assumed in writing pursuant to an assumption agreement in form and substance reasonably satisfactory to Tenant and pursuant to which, inter alia, such successor obligor expressly recognizes Tenant's right to receive the Retained Funds in accordance with the terms of this Agreement;
(b) The definition of "Other Leases" and "Collective Leased Properties" set forth in this Agreement shall be amended to eliminate any references to any of the Other Leases or Collective Leased Properties not simultaneously transferred to the successor to Landlord under this Agreement;
