Effect Upon Transferees Clause Samples

The "Effect Upon Transferees" clause defines how the rights and obligations under an agreement are impacted when those rights or interests are transferred to another party. Typically, this clause clarifies whether transferees—such as assignees or purchasers—inherit the same benefits and responsibilities as the original party, or if certain conditions or limitations apply to them. For example, it may specify that a new owner of a property is bound by existing lease terms or that a transferee must meet certain qualifications to assume contractual rights. The core function of this clause is to ensure continuity and clarity regarding the enforceability of the agreement when interests are transferred, thereby preventing disputes about the scope of rights and obligations for new parties.
Effect Upon Transferees. Following any Transfer of the Interest of any Partner effective under this Agreement, the Buy/Sell Provisions shall be binding upon such transferee Partner. Any transferee of such interest who is admitted as a substitute Partner shall enjoy fully the benefits and be subject to the burdens of such provisions.
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Effect Upon Transferees. Following any Transfer of the interest or membership of any Member effective under this Agreement, the provisions of this Article VIII shall be binding upon such transferee Member. Any transferee of such interest who is admitted as a successor Member shall enjoy fully the benefits and be subject to the burdens of such provisions. Notwithstanding anything to the contrary herein, there shall at all times be and remain only two groups of Members, the Sunrise Member Group and the Federal Member Group. Any successor member shall be a part of the group from which it acquired its Membership Interest. For purposes of this Section 8.4, one group shall be required to buy all, and not less than all, of the Membership Interests of the other group, and the other group shall be obligated to sell all, and not less than all, of the Membership Interests constituting that group.
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Effect Upon Transferees. Following any Transfer of the interest or membership of any Member effective under this Agreement, the provisions of this Article VIII shall be binding upon such transferee Member. Any transferee of such interest who is admitted as a successor Member shall enjoy fully the benefits and be subject to the burdens of such provisions.
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Effect Upon Transferees. Following any Transfer of the interests of CBREI or Investors effective under this Agreement, the provisions of Sections 8.3 and 8.5 shall be binding upon such transferee Member. Any transferee of the entire interest of CBREI or Investors shall enjoy fully the benefits and be subject to the burdens of such provisions. If, however, any such Transfers shall be for less than the entirety of such Member’s interest in the Company: (a) solely the original Member (or any prior transferee of its entire interest) shall have the right to initiate any notice given or permitted under Sections 8.3 and 8.5; and (b) all transferees of less than the entire interest shall be fully bound by any such notice given or received by the original Member. If the election binding such transferees is to purchase interests in the Company, all transferees (together with the original Member if it holds a portion of its original interest in the Company) shall be jointly and severally responsible to the selling Member for the consummation of the purchase, provided that, among such purchasing Members, each shall be responsible for the portion of the purchase price proportionate to each such Member’s Proportionate Share.
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Related to Effect Upon Transferees

  • Non-Transferability Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

  • Restrictions on Transfer; Shell Company Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates or book-entries representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

  • Restriction on Transfer of Warrants The Holder of a Warrant Certificate, by the Holder's acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, for a period of one (1) year from the date hereof, except to the Designees.

  • Non-transferability of Interest None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

  • Non-Transferability of Options The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.