Conditions Precedent to Transfer. Any implication in the preceding paragraphs of this Section 11.01 to the contrary notwithstanding, unless waived by the Manager, no Transfer shall be effective unless and until there shall be furnished to the Manager evidence, in form and substance satisfactory to the Manager (which shall, if requested by the Manager, include an opinion of counsel satisfactory to the Manager and obtained at the sole expense of the intended Transferring Member), that
(i) The proposed Transfer (1) is exempt from the registration requirements of the Securities Act; (2) will not result in a violation of any applicable state blue sky or other securities laws; and (3) will not cause a termination of the Company for federal income tax purposes under Code Section 708(b)(1)(B);
(ii) The Proposed Transferee accepts in writing all the terms and provisions of this Agreement, including but not limited to confirming the representations and warranties above with respect to the Transfer;
(iii) The Proposed Transferee or the Transferring Member has paid all reasonable expenses in connection with the Transfer; and
(iv) All debts and obligations (if any) of the Transferring Member to the Company with respect to the transferred Interest have been paid.
Conditions Precedent to Transfer. The effectiveness of this Agreement and of the obligation of the Transferee to purchase, and of the Transferor to sell, the Transferred Assets in accordance with the terms hereof is subject to the satisfaction of the following conditions:
Conditions Precedent to Transfer. (a) Any implication in this ARTICLE VIII to the contrary notwithstanding, no Transfer shall be effective unless there shall be furnished to the Manager evidence in form and substance reasonably satisfactory to the Manager (which shall, if requested by the Manager, include an opinion of counsel reasonably satisfactory to the Manager and obtained at the sole expense of the intended transferor) that:
(i) the proposed Transfer is exempt from the registration requirements of the Securities Act of 1933, as from time to time amended, and will not result in a violation of any applicable state blue sky or other securities laws;
(ii) the proposed transferee (A) accepts in writing all the terms and provisions of this Agreement and the purchase agreement applicable to the transferor with respect to the Units being transferred; and (B) has paid all reasonable expenses in connection with its admission as a Member;
(iii) all debts and obligations (if any) of the transferor Member to the Company with respect to the transferred Units (including without limitation any due, but unpaid, Capital Contributions) have been paid;
(iv) the proposed Transfer does not result in a violation of applicable laws;
(v) the proposed Transfer would not cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c));
(vi) the proposed Transfer would not, in the opinion of legal counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101;
(vii) the proposed Transfer is in compliance with, and does not cause the Company to lose its status as a partnership for purposes of, laws governing federal and state income taxes;
(viii) the proposed Transfer is not made to any person who lacks the legal right, power or capacity to own Units;
(ix) the proposed Transfer does not cause the Company to become a “publicly traded partnership,” as such term is defined in Code Section 469(k)(2) or Code Section 7704(b);
(x) the proposed Transfer does not cause the Company to become a reporting company under the Exchange Act; and
(xi) the proposed Transfer does not subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended.
Conditions Precedent to Transfer. Section 10.02(m) is hereby deleted in its entirety and replaced with the following: “Franchisor may require, as a condition precedent to its consent to a Transfer pursuant to this Article X, that Franchisee shall have complied materially as of the date of any such Transfer with all of its obligations to Franchisee.”
Conditions Precedent to Transfer. Any purported Transfer or Encumbrance otherwise complying with Section 8.1 will be ineffective until the transferor and the proposed transferee furnish to the Company the instruments and assurances the Manager may reasonably request, including without limitation, if requested, an opinion of counsel satisfactory to the Company that the interest in the Company being Transferred or Encumbered has been registered or is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws. No Transfer or Encumbrance will be effective if it would result in the “termination” of the Company under Code Section 708 unless the Manager gives his prior written consent to the Transfer or Encumbrance.
Conditions Precedent to Transfer. Franchisor may impose certain conditions precedent to its required consent to a Transfer pursuant to this Article X including, without limitation, the following:
(i) that the proposed transferee (or the principal Equity Holders thereof) present themselves for a personal interview at Franchisor1S corporate office, or such other location designated by Franchisor, at such date and time reasonably requested by Franchisor, without expense to Franchisor and prior to such Transfer;
(ii) Franchisee shall have complied fully as of the date of any such Transfer with all of its obligations to Franchisor, whether under this Agreement or any other agreement, arrangement or understanding with Franchisor; and
(iii) the transferee of Franchisee agrees that all of Franchisor’s training and orientation programs then required by Franchisor shall be satisfactorily completed by transferee’s necessary personnel within 30 days after the effective date of such Transfer, and such transferee agrees to pay for all of its expenses incurred in connection therewith, including travel, hotel and meal expenses.
(iv) concurrent with the Transfer, transferee of Franchise shall enter into a new Franchise Agreement on the terms of Franchisor’s then current standard form of Franchise Agreement for the then current initial franchise term.
Conditions Precedent to Transfer. The conditions precedent to the transfer to a Transferee Company are:
(a) prior consultation between the Transferor Party and the other Shareholders;
(b) the signing of a Deed of Accession by the Transferee Company;
(c) the Transferor Party giving its unconditional guarantee to the other Shareholders in a form reasonably acceptable to the other Shareholders in respect of the due compliance by the Transferee Company with the obligations it will be assuming under this agreement by virtue of the deed of covenant; and
(d) the Transferor Party acknowledging in writing to the reasonable satisfaction of the other Shareholders that notwithstanding the transfer of its Shares to the Transferee Company, it remains bound by the terms and conditions of this agreement.
Conditions Precedent to Transfer. 3.1 Transferor and Transferee should cause the following conditions precedent to Transfer to be met on the day of _______, 2006 or the date agreed by both parties:
(1) Checklist of documents to be verified has been submitted to Transferee upon the requirement of Transferee and the consultant of Transferee for the conduct of due diligence, and Transferor has obtained confirmation of the satisfaction to the result of due diligence from Transferee in writing.
(2) Both parties have signed the Agreement and Transferee has formulated and signed articles of association.
(3) Board of Huaye Steel Strip has adopted the decisions on approval of equity transfer and change of business form of Huaye Steel Strip.
(4) The concerned governmental authority of foreign trade and cooperation has issued approval certificate on equity transfer and change of business form of Huaye Steel Strip.
(5) New Business License has been issued by competent administration department of industry and commerce.
(6) Board of Transferee has adopted a consent approving the Agreement ( if required by applicable laws)
3.2 Should conditions precedent to the transfer provided in Article 3.1 not satisfied prior to the deadline, the Agreement will be automatically terminated (except for the failure of satisfaction resulting from Force Majeure or approval delay by the approving authorities) unless Transferee issues a written exemption of such conditions. Once the Agreement is terminated, obligations and rights of both parties (excluding the liabilities for breach of the Agreement) will be terminated and Transferor should not ask for price of equity transfer.
3.3 Once the Agreement is automatically terminated according to Article 3.2, both parties should cooperate with each other to go through all the procedures required for the return of the equity from Transferee to Transferor (if necessary), in order for the equity structure of Huaye Steel Strip to return to its original status.
Conditions Precedent to Transfer. Any Transfer that the City, in its sole and absolute discretion, has agreed to is subject to the satisfaction in full of all of the following conditions precedent and covenants of Developer, or the written waiver thereof by the City (which waiver shall be in the City’s sole and absolute discretion), each of which is hereby agreed to be reasonable in light of the material nature of the identity of the Developer hereunder:
12.4.1 Developer provides the City with at least ninety (90) days’ prior written notice of the proposed Transfer;
12.4.2 Except for a Permitted Transfer pursuant to Section 10.3, the City determines, in its reasonable judgment, that the proposed transferee (i) has the financial capacity to implement the Project as contemplated hereunder and otherwise to perform all of Developer’s obligations under this Agreement that are applicable to the interest subject of the Transfer; and has sufficient experience in the operation, use and maintenance of projects of a type and size comparable to the Project.
12.4.3 Any proposed transferee, by instrument in writing in a form approved by the City for itself and its successors and assigns, and expressly for the benefit of City, must expressly assume all of the obligations of Developer under this Agreement and any other agreements or documents entered into by and between City and Developer relating to the Project, or the portion of the Project subject to the proposed Transfer.
12.4.4 There shall be no uncured Event of Default or Unmatured Event of Default on the part of Developer under this Agreement.
12.4.5 The proposed transferee has demonstrated to City’s reasonable satisfaction that the proposed transferee is subject to the jurisdiction of the courts of the State of California.
12.4.6 Developer deposits sufficient funds to reimburse City for its reasonable legal expenses, including the expenses of the City Attorney’s Office or outside counsel, to review the proposed Transfer.
12.4.7 Developer has delivered to City such other information and documents relating to the proposed transferee’s business, experience and finances as City may reasonably request.
12.4.8 Nothing in this Section 10.4 shall affect or modify the City’s rights under Section 10.2 to withhold its consent to any Transfer in its sole and absolute discretion.
Conditions Precedent to Transfer. This Agreement shall become effective when all the terms and conditions set forth below are satisfied:
(1) each Party has executed this Agreement;
(2) the shareholder meeting of the Company has approved the transfer of the Equity; and
(3) the Board of Directors of IST has approved the transactions contemplated by the Agreement, as required by the MSA.
