Conditions on Transfer. We will not unreasonably withhold, delay or condition our consent to a proposed transfer if all of the following conditions are satisfied:
(1) we have decided not to exercise our right of first refusal as provided above;
(2) you are in then full compliance with this Agreement and there are no uncured defaults by you hereunder or if we have given you notice of default you cure it within the earlier of the proposed transfer date or the time specified in Section 19, all your debts and financial obligations to us and our Affiliates under this Agreement or otherwise are current and your obligations to the Marketing Fund and each Cooperative of which you are a member are current;
(3) the proposed transferee executes such documents as we may reasonably require to evidence that such transferee has assumed your obligations under this Agreement, and if required by us, the proposed transferee executes, and in appropriate circumstances causes such other parties as we may require to execute, our then-current form of Owner Agreement, and other then-current ancillary agreements, which documents may be substantially different than those attached to this Agreement;
(4) the proposed transferee enters into an Advertising Agreement with the Marketing Fund and also becomes a member of the Cooperative to which the Restaurant is required to contribute;
(5) before the date of the proposed transfer, the proposed transferee’s Principal Operator and managers undertake and successfully complete, to our satisfaction, such training and instruction as we deem necessary;
(6) we are satisfied that the proposed transferee (and if the proposed transferee is an entity, each owner of any interest in such entity) meets all of the requirements for our new franchisees applicable on the date that we receive notice of the proposed transfer, including, but not limited to, good reputation and character, business experience, restaurant management experience, and financial strength and liquidity;
(7) you and any owner transferring an interest in you acknowledge and agree in writing that you and they are bound by the non-competition and confidentiality provisions set forth herein and in the Owner Agreement (and any similar provision in any other document that either you or they have executed) to the maximum extent allowed under applicable law;
(8) you and all owners of an interest in you execute a general release, in the form prescribed by us, releasing, to the fullest extent permitted by applicable st...
Conditions on Transfer. No Transfer or Encumbrance of Special Voting Shares pursuant to this Agreement may be made or permitted to be made to any Person, and any such purported Transfer or Encumbrance shall be void ab initio, unless each of the following conditions have either been satisfied or waived by prior unanimous written agreement of the Shareholders:
(a) prior to such Transfer or Encumbrance, the Shareholder effecting the Transfer provides evidence satisfactory to each other Shareholder, acting reasonably, that:
(i) the other provisions of this Article 4 have been complied with or are not applicable, and that such Transfer would not result in a contravention of this Agreement;
(ii) such Transfer will not require the qualification for distribution or registration of, or will not cause the Corporation to be required to qualify or register, the Special Voting Shares pursuant to any applicable securities Laws; and
(iii) all requirements of applicable Laws in respect of such Transfer have been satisfied; and
(b) the Transferee in connection with a Direct Transfer shall have agreed in writing to become a Party to and be bound by the terms of this Agreement as a Shareholder, by executing a form of counterpart and acknowledgement substantially in the form attached as Schedule 4.6 and delivering an original executed version of such form to each other Shareholder and the Corporation.
Conditions on Transfer. Notwithstanding anything contained herein to the contrary, no holder of Units shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in (a “Transfer”) any Units held by such holder, whether such Units are held by such holder on the Effective Date or hereafter acquired, except pursuant to Section 10.1(B), Section 10.1(C), Section 10.1(D), or a Liquidity Event pursuant to Section 5.1.
Conditions on Transfer. (a) Notwithstanding anything to the contrary contained in this Agreement, no Transfer of all or any part of any Interest shall be made (a) except in compliance with all applicable securities laws or (b) if such Transfer would violate any loan commitment or other agreement to which the Company is a party or by which it is otherwise bound. As promptly as practicable after the Transfer of any Interest as permitted hereunder, the books and records of the Company shall be changed to reflect such Transfer. All reasonable costs and expenses incurred by the Company in connection with such Transfer shall be paid by the transferee.
(b) It is expressly understood and agreed that any Transfer otherwise permitted pursuant to this Article VIII shall in all instances be prohibited (and, if consummated, shall be void ab initio) if such Transfer does not comply with all applicable laws, rules and regulations and other requirements of governmental authorities, including, without limitation, Executive Order 13224 (September 23, 2001), the rules and regulations of the Office of Foreign Assets Control, Department of Treasury, and any enabling legislation or other Executive Orders in respect thereof. In addition, each transferee of any Interest shall be required to make the representations and warranties set forth in Section 10.02 to the other Member(s) and the Company as of the date of the Transfer of such Interest. Each Member shall be deemed to make the representations and warranties set forth in Section 10.02(h) to the other Member(s) and the Company on behalf of any Person that acquires a beneficial ownership interest in such Member, with such representations and warranties to be effective as of the date of such acquisition.
Conditions on Transfer. Franchisor shall not unreasonably withhold any consent required by Section 15.2 above; provided, that if the proposed transfer alone or together with other previous, simultaneous, or proposed transfers would have the effect of changing control of Franchisee, results in the assignment of the rights and obligations of Franchisee under this Agreement, or transfers the ownership interest in all or substantially all of the assets of the Franchised Restaurant or the business franchised hereunder, Franchisor shall have the right to require any or all of the following as conditions of its approval:
Conditions on Transfer. (a) Any Interest in the Company which is transferred in accordance with the terms hereof shall remain subject to all of the terms and conditions of this Agreement; and no Transfer, even though otherwise authorized or permitted hereunder, shall be recognized as effective for any purpose whatsoever unless the transferee has:
(1) in the event of a Transfer of a direct Interest in the Company, agreed to assume all the obligations of such Person’s predecessor accruing from and after the effective date of the Transfer under this Agreement with respect to the Interest so transferred and submitting to the Managing Member a duly executed and acknowledged counterpart of the instrument or instruments making such Transfer, together with such other instrument or instruments, including, but not limited to, a counterpart of this Agreement as it then may have been amended, signifying such transferee’s agreement to be bound by all of the provisions of this Agreement, including, but not limited to, the restrictions upon Transfers of interests herein, all of the foregoing in such form and substance as shall be reasonably satisfactory to the Members; and
(2) if reasonably required by either Member, an opinion of counsel, in form and substance reasonably acceptable to such Member, to the effect that such Transfer shall not violate or cause the Company or the Members to violate, and is otherwise in full compliance with, the Loan Documents, any applicable Federal, state or local securities law, regulation or interpretive ruling, and that Transfer would not result in the treatment of the assets of such Member (or its constituent owners), the Company or the Subsidiaries as "plan assets" for purposes of ERISA and the Department of Labor Regulations, 29 C.F.R. Section 2510.3-101.
(b) No Transfer pursuant to this Article 7 shall be permitted unless (i) the assignee is not a Prohibited Person, (ii) in the case of a Transfer of a direct Interest in the Company, the Members receives at least five (5) days’ prior written notice of the effective date of such Transfer, (iii) the assignor or assignee pays any transfer or other taxes incurred pursuant to such assignment (it being agreed that any such taxes incurred in connection with the purchase and sale of the Call Interest under Section 7.7 shall be payable as set forth in Section 7.7(e)(11)) and (iv) the assignor or assignee pays any cost or expense (including, without limitation, assumption or other transfer fees) required to be paid to...
Conditions on Transfer. Franchisee understands and acknowledges that the rights and duties set forth in this Agreement are personal to Franchisee and the Principal Shareholders, and Franchisor has granted this franchise in reliance on Franchisee's and Principal Shareholders' business skills, financial capacity, and personal character. Accordingly, Franchisee shall neither sell, assign, transfer, pledge, mortgage or otherwise encumber this franchise, the Restaurant, the Premises, or this Agreement or any right or interest herein, nor permit any such assignment, transfer or encumbrance to occur by operation of law without the prior written consent of Franchisor. Franchisee may not, without the prior written consent of Franchisor, fractionalize any of the rights of Franchisee granted pursuant to this Agreement. Franchisee shall not permit any person or persons (if acting as a group) owning an equity interest in excess of 20% in Franchisee to sell, assign, transfer, fractionalize, pledge, mortgage or otherwise encumber his or their equity interest in Franchisee, nor permit any such assignment, transfer or encumbrance to occur by operation of law without the prior written consent of Franchisor. For purposes of this Agreement, a merger, consolidation, conveyance of the properties and assets of Franchisee substantially as an entirety to any person, any sale (or series of sales) of Franchisee's equity that reduces the equity ownership of the prior, remaining shareholders by 20% or more during the term of this Agreement, or any reorganization of Franchisee shall be deemed to be a transfer subject to the provisions of this Section 10.2. The assignment of any interest, other than as provided in this Agreement, any purported assignment or transfer, by operation of law or otherwise, not having the written consent of Franchisor required by this Section 10.2 shall be null and void and shall constitute a material breach of this Agreement, for which Franchisor may then terminate without opportunity to cure pursuant to Section 11.2 of this Agreement.
Conditions on Transfer. Any Transfer described and permitted in this Section 7.1 shall only be permitted if:
7.1.4.1 such Transfer is accomplished in compliance with all applicable securities laws and regulations;
7.1.4.2 the effect of the Transfer will not be to terminate the Partnership pursuant to Code Section 708(b) or any similar successor provision of the Code, or otherwise to adversely affect the Partnership or any other Partner under the Code, or any other laws of any taxing jurisdiction to which the Partnership is subject, or result in the imposition of a transfer tax on the Partnership or any other Partner, in each case, unless indemnified against by the Transferor or its transferee in a manner reason ably acceptable to each affected Partner;
7.1.4.3 the Transfer does not result in a default under, breach of any material obligation contained in, or cause the failure of a material condition contained in, any material agreement (including any Financing Document) to which the Partnership is a party or, if it does so result, a consent to or waiver of such default, breach or failure has been obtained from the other party to such agreement;
7.1.4.4 the Transferor and/or the transferee bears all reasonable costs of the Partnership and of the other Partners in connection with the Transfer, including costs incurred in amending this Agreement;
7.1.4.5 the Partnership has received the written opinion, prepared and delivered to the Partnership at the Transferor's expense prior to the effectiveness of the Transfer, of counsel selected by the Transferor that the conditions specified in clauses 7.1.4.1 and 7.1.4.2 above and 7.1.4.9 below are satisfied (such counsel and opinion to be reasonably acceptable to the Management Committee); provided, that, the opinion with respect to the matters described in Sections 7.1.4.2 and 7.1.4.9 need only be ba sed on the knowledge of such counsel and need not address any indemnification provided and provided further, no opinion need be provided in connection with a Transfer for security purposes of any portion of an Interest to a lender;
7.1.4.6 the Transfer does not result in the Partnership being treated as an association taxable as a corporation, or as a publicly traded partnership taxable as provided in Code Section 7704, or otherwise as an entity not taxable as a partnership for U.S. federal income tax purposes or for the purposes of any other laws of any taxing jurisdiction to which the Partnership is subject;
7.1.4.7 if the Transfer is to an ...
Conditions on Transfer. IBM covenants that, unless the Shares have been registered pursuant to Section 3 hereof, IBM will not dispose of any Shares unless and until (i) IBM shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition and (ii) IBM shall have furnished the Company with an opinion of counsel (which may be an employee of IBM) reasonably satisfactory in form and substance to the Company and the Company's counsel to the effect that, or shall otherwise have satisfied the Company that, such disposition will not require registration under the Securities Act.
