Direct Transfers. For purposes of this Agreement, the QI shall be considered to have (1) acquired Relinquished Property from Exchangor and transferred it to the Buyer thereof in each case where such Relinquished Property is in fact transferred by a Legal Entity directly to such Buyer pursuant to the relevant Relinquished Property Agreement in accordance with Section 2.02 hereof, and (2) acquired Replacement Property from the Seller thereof and transferred it to Exchangor in each case where the Replacement Property is in fact transferred by such Seller to HGI pursuant to the relevant Replacement Property Agreement in accordance with Section 2.03 hereof, in each case as provided by Sections 1.1031(k)-1(g)(4)(iv) and (v) of the Treasury Regulations. Each Legal Entity and the QI agree that the QI shall not (1) take possession of, (2) hold legal title to, or (3) be the registered owner of, any Relinquished Property or Replacement Property.
Direct Transfers. In the event that (i) a Partner proposes to Transfer its Interest (as part of a single transaction or any series of related transactions) to any Person other than a Controlled Affiliate of such Partner after March 1, 2000, and such Transfer would cause the proposed transferee (a "Tagalong Purchaser") and its Controlled Affiliates to own more than fifty-five percent (55%) of the Percentage Interests (a "Tagalong Transaction") and (ii) the Firm Offer is not accepted in the manner provided in Section 12.4, the Tagalong Transaction shall not be permitted hereunder unless the Tagalong Purchaser offers to purchase the entire Interest of any other Partner that desires to sell its Interest to the Tagalong Purchaser at the same price per each one percent (1%) Percentage Interest and on the same terms and conditions as the Tagalong Purchaser has offered to the Partner proposing to make such Transfer (the "Transferring Partner"). If such Transfer occurs as part of a series of related transactions, the price and terms shall be the price and terms most favorable to the Transferring Partner for which any portion of the Interest of the Transferring Partner is Transferred as part of such series of transactions. Prior to effecting any Tagalong Transaction, the Transferring Partner shall deliver to each other Partner a binding, irrevocable offer (the "Tagalong Offer") by the Tagalong Purchaser to purchase the entire Interest of the other Partners at the same price per each one percent (1%) Percentage Interest and on the same terms and conditions as the Tagalong Purchaser has offered to the Transferring Partner (the "Tagalong Notice"). The "Tagalong Offer" shall be irrevocable for a period (the "Tagalong Period") ending at 11:59 p.m., local time at the Partnership's principal place of business, (x) with respect to a Tagalong Purchaser that is an existing Partner or a Controlled Affiliate of an existing Partner, on the one hundred eightieth (180th) day following the date of the Tagalong Notice and (y) with respect to any other Tagalong Purchaser, on the first anniversary of the date of the Tagalong Notice. At any time during the Tagalong Period, any Partner may accept the Tagalong Offer as to the entire amount of its Interest by giving written notice of such acceptance to the Tagalong Purchaser.
Direct Transfers. The Major Shareholder shall not, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions the shares of Common Stock held by the Major Shareholder to any Person any time prior to the Qualified IPO.
Direct Transfers. Except for Permitted Transfers or Transfers undertaken in strict compliance with the provisions of this Article VI, no Member may Transfer, solicit any offers to Transfer or permit any Transfer of, all or any portion of, or any interest or rights in, any of such Member’s Membership Rights or Interests without the unanimous consent of the Members. In addition, no Member may effect such a Transfer (even a Permitted Transfer): (i) without registration under applicable federal and state securities laws, unless such Member delivers an opinion of counsel satisfactory to the other Members that registration under such laws is not required; (ii) if the Transfer would result in the termination of the Company under Section 708 of the Code; and (iii) without the proposed transferee agreeing in writing delivered to the other Members to be bound by this Agreement.
Direct Transfers. (a) For purposes of this Agreement, PHF shall be considered to have (i) acquired Relinquished Property from the Exchangor and transferred it to the Buyer thereof in each case where such Relinquished Property is in fact transferred by the Exchangor directly to such Buyer pursuant to the relevant Relinquished Property Agreement in accordance with Section 2.2, and (ii) acquired Replacement Property from the Seller thereof and transferred it to the Exchangor in each case where the Replacement Property is in fact transferred by such Seller directly to the Exchangor pursuant to the relevant Replacement Property Agreement in accordance with Section 2.3, in each case as provided by Sections 1.1031(k)-1(g)(4)(iv) and (v) of the Treasury Regulations.
Direct Transfers. Tenant shall not assign or in any manner transfer this Lease or any estate or interest therein, or sublet the Demised Premises or any part thereof, or create any leased departments, or grant any license, concession or other right of occupancy of any portion of the Demised Premises without the prior written consent of Landlord. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments and sublettings.
Direct Transfers. If permitted by the Employee under Section 15 of the Adoption Agreement, the assets of another retirement plan may, with the prior consent of the Plan Administrator, be directly transferred to the Trust; provided, immediately prior to the transfer, the transferor plan is qualified under Section 401(a) of the Code and the related trust is exempt under Section 501(a) of the Code. Upon receipt, the Plan Administrator shall credit the Account of each Employee who participated in the transferor plan with the portion of the transferred assets standing to the credit of such Employee under the transferor plan immediately prior to such transfer; provided, such amount shall be separately accounted for as hereinafter provided. Each Employee shall have a fully vested and nonforfeitable interest in his or her transfer account.
Direct Transfers. For purposes of this Agreement, the QI shall be considered to have (1) acquired Relinquished Property from the Exchangor and transferred it to the Buyer thereof in each case where such Relinquished Property is in fact transferred by the Exchangor directly to such Buyer pursuant to the relevant Relinquished Property Agreement in accordance with Section 2.2 hereof (notwithstanding the fact that the QI may sell and/or pledge certain receivables arising upon any such transfer of Relinquished Property to a Master Exchange Lender or a Manufacturer Receivables Purchaser, as a Buyer, pursuant to a Master Exchange Financing Agreement or a Manufacturer Receivables Transfer Agreement), and (2) acquired Replacement Property from the Seller thereof and transferred it to the Exchangor in each case where the Replacement Property is in fact transferred by such Seller directly to the Exchangor pursuant to the relevant Replacement Property Agreement in accordance with Section 2.4 hereof, in each case as provided by Sections 1.1031(k)-1(g)(4)(iv) and (v) of the Treasury Regulations. The Exchangor and the QI agree that, as described in the preceding paragraph, all Relinquished Property and Replacement Property shall be transferred directly from the Exchangor to the applicable Buyer or directly from the applicable Seller to the Exchangor, as the case may be. As a result, the QI shall not (1) take possession of, (2) hold legal title to, or (3) be the owner of, any Relinquished Property or Replacement Property.
Direct Transfers. Notwithstanding any provision of the plan to the contrary that would otherwise limit a distributee's election under this Section, a distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. For purposes of this Section, the following terms shall have the meanings set forth below:
Direct Transfers. The Trustee shall, as of the date received from another qualified plan, pursuant to instructions of the Administrative Committee, allocate any amounts transferred on behalf of a Participant pursuant to Section 3.10, to the Transfer Account of such Participant.
