Conditions of Transfers. As a condition of any Transfer other than to another party, the transferee must covenant to and agree with the other parties to this Agreement to be bound by this Agreement, including this Article 6, and prior to the completion of any such Transfer, the Transferring Party must deliver to the other Party evidence thereof in a form satisfactory to such other parties. Notwithstanding any such Transfer, the Transferring Party will remain liable for all of its obligations hereunder, unless the Holdings have been Transferred to a third party pursuant to Section 6.3.
Conditions of Transfers. In the event that the Corporation finds it necessary, from time to time, to adjust its work force to meet emergent conditions resulting in the transfer of seniority employees, the following condi- tions shall apply:
(a) An employee transferred to a higher rated position shall receive the rate of pay for the higher position upon transfer; it being understood that such employee shall revert to their regular rate of pay when the employee returns to their regular duties.
(b) When an employee has worked temporarily in a higher rated position for more than fifteen (15) consecutive working days immediately prior to an illness, vacation or statutory holiday, the employee shall receive that higher rate of pay upon illness, vacation or statutory holiday.
(c) An employee transferred to a lower rated position shall maintain their normal rate of pay as established by the position from which the employee was transferred.
Conditions of Transfers. 12 SECTION 3.01. Conditions Precedent to Initial Transfer from the Transferor.....................................12 SECTION 3.02. Conditions Precedent to All Transfers...................12 SECTION 3.03. Condition Precedent to the Transferor's Obligations.............................................13
Conditions of Transfers. 15 SECTION 3.01. Conditions Precedent to Initial Transfer from the Originator........................ 15 SECTION 3.02. Conditions Precedent to All Transfers............................................... 16 ii ARTICLE V COVENANTS ............................................................................... 22 SECTION 5.01. A. Covenants of the Originator.................................................... 22 B. Covenants of the Transferee.................................................... 27 SECTION 5.02. Grant of Security Interest.......................................................... 28
Conditions of Transfers. 21 ARTICLE 7 FORCE MAJEURE
Conditions of Transfers. As a condition of any Transfer other than to another Party or an Affiliate of a Party, the transferee must covenant to and agree with the remaining Party to be bound by this Agreement, including this Article 7, and prior to the completion of any such Transfer, the Transferring Party must deliver to the remaining Party evidence thereof in a form satisfactory to such remaining Party. Notwithstanding any such Transfer, the Transferring Party will remain liable for all of its obligations hereunder, unless the Holdings have been Transferred to a third party with consent pursuant to Section 7.2(b) or the remaining Party has approved the Transfer on the basis that the Transferring Party will be released, such approval not to be unreasonably withheld.
Conditions of Transfers. Except (x) as permitted pursuant to Section 3.2 hereof and (y) for pledges to banks and other financial institutions to secure indebtedness (which pledges and loans will be on customary terms and conditions and will not (prior to any default or foreclosure thereunder) interfere with the ability of Stockholder to vote or otherwise comply with his obligations hereunder in any material respect), Stockholder agrees not to:
(a) Sell, assign, transfer, grant a participation interest in, option, pledge, hypothecate or otherwise dispose of or encumber (each a “Transfer”) any Subject Shares or options to acquire additional shares of LMI capital stock (“Options”), or any interest therein, unless (i) Stockholder provides prior notice to the Special Committee of such Transfer; (ii) the transferee executes a voting agreement in the form of this Agreement, and (iii) Stockholder remains liable for any breach of such voting agreement by such transferee;
(b) grant any proxies or power of attorney or enter into a voting agreement or other arrangement relating to the matters covered by Section 2.1 with respect to any Subject Shares or Options; or
(c) deposit any Subject Shares or Options into a voting trust.
Conditions of Transfers. Notwithstanding any of the provisions of this Agreement to the contrary, the Company shall not register any transfer of its Shares unless and until:
6.5.1 all stamp duties payable in respect of the transfer of the Shares have been paid;
6.5.2 where Shares are transferred to any transferee, such transferee (if not already party to this Agreement) executes and delivers to each of the other Parties a Deed of Ratification and Accession under which such transferee shall agree to be bound by and shall be entitled to the benefit of this Agreement as if an original party hereto in place of, or in addition to, the transferring Shareholder;
6.5.3 upon the delivery to the Company of such Deed of Ratification and Accession executed by such transferee and the registration of the Shares in the name of such transferee, such transferee shall be bound by and shall be entitled to the rights and benefits of this Agreement in respect of such Shares; and
6.5.4 the transferring Shareholder shall transfer to the transferee, and the transferee shall accept the transfer of, a proportion of the shareholders’ loan (if any) extended by the transferring Shareholder to the Company and owed to it as at the date of such Share transfer (the “Transferring Shareholder’s Loan”), equal to the proportion which the number of Sale Shares and the subject of such Share transfer shall bear to the aggregate number of Shares held by the transferring Shareholder immediately prior to such Share transfer. For the avoidance of doubt, the expression “transfer of the Transferring Shareholder’s Loan” and its variations read in the context of this Clause 6.5.4 means the novation of the Transferring Shareholder’s Loan by the transferring Shareholder, the transferee and the Company pursuant to which:
(i) the transferee agrees with the transferring Shareholder and the Company to pay to the transferring Shareholder the aggregate amount of the Transferring Shareholder’s Loan and any applicable interest thereon outstanding to the transferring Shareholder at the date of the said novation;
(ii) the Company agrees with the transferee and the transferring Shareholder to repay the Transferring Shareholder’s Loan aforementioned together with any applicable interest thereon to the transferee instead of the transferring Shareholder; and
(iii) the transferring Shareholder shall release and discharge the Company from its obligations to repay the Transferring Shareholder’s Loan together with any applicable interest thereon t...
Conditions of Transfers. (1) As a condition of any Transfer other than to another Party, the transferee must covenant and agree to be bound by this Agreement and, if applicable, the Hoidas Lake JV Agreement, including this Article 21, and prior to the completion of any such Transfer, the Transferring Party must deliver to the other Party evidence thereof in a form satisfactory to such other Party. Notwithstanding any such Transfer, the Transferring Party will remain liable for all of its obligations hereunder, unless the Holdings have been Transferred to a third Party pursuant to Section 21.2(1).
Conditions of Transfers. (a) No Transfer may be made at any time prior to the Initial Utilisation Date.
(b) On and following the Initial Utilisation Date, the prior written consent of the Company (acting in its absolute discretion) is required for a Transfer unless that Transfer:
(i) in respect of any Transfer under the Initial Term Facility or an Additional Facility which is a term loan facility, is to a New Lender listed on the White List; or
(ii) is:
