Effective Transfer Sample Clauses

Effective Transfer. By means of this Agreement, together with the documents, instruments and agreements contemplated hereby, Seller will transfer to Buyer good and marketable title to all Seller Assets, free and clear of all Liens other than Liens set forth on Schedule 2.7. The Seller Assets sold to Buyer pursuant to this Agreement and the documents, instruments and agreements contemplated hereby and thereby, will transfer all necessary assets and intellectual property rights required by Buyer to conduct the Business.
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Effective Transfer. Buyer, Seller and the Sole Shareholder shall each use its best efforts to ensure a quick and effective transfer to Buyer of the Purchased Assets. Effective as of the Closing, the Sole Shareholder shall cause Seller to cease doing business under the name "Falcon Systems" and promptly thereafter the Sole Shareholder
Sample 1
Effective Transfer. The Sellers collectively are the sole owners of and control good and marketable title to the Purchased Interests and the Acquired Subsidiary Stock free and clear of any Liens (other than Permitted Liens). Upon consummation of the transactions contemplated by this Agreement, including the execution and delivery of the documents to be delivered at the Closing, at the Closing Purchaser shall be vested with good and marketable title in and to the Purchased Interests and the Acquired Subsidiary Stock, free and clear of all Liens, except Permitted Liens, and the Securitization Transfer Documents, when executed and delivered to Purchaser at the Closing, shall constitute a valid assignment of Sellers' interests in the Servicer Rights and Securitization Interests enforceable against Sellers and, upon the filing of the Financing Statements, against all other persons.
Sample 1
Effective Transfer. Except as set forth in Section 5.14 of the Seller Disclosure Schedule, FNANB or Tyler Funding collectively are the sole owners of and control good and marketable title to the Purchased Assets free and clear of any Liens (other than Permitted Liens). Upon consummation of the transactions contemplated by this Agreement at the Closing, including the execution and delivery of the documents to be delivered, at the Closing Purchaser or its permitted assigns shall be vested with good and marketable title in and to the Purchased Assets, free and clear of all Liens, except Permitted Liens, and the Securitization Transfer Agreements, when executed and delivered to Purchaser at the Closing, shall constitute a valid assignment of FNANB's interests in the Servicer Rights and in FNANB's and Tyler Funding's rights and, to the extent specified therein, obligations in the Securitization Documents and the Tyler Funding Interest Rate Caps enforceable against each of FNANB and Tyler Funding, upon the filing of the Financing Statements, against all other Persons. Sellers have taken no action to impair Purchaser's rights in the Purchased Assets or to prevent Purchaser from collecting the Receivables.
Sample 1
Effective Transfer. Notwithstanding anything to the contrary in this Agreement, no Transfer shall be effective unless the Transferee executes a Joinder Agreement and agrees in writing to be bound by the provisions of this Agreement.
Sample 1
Effective Transfer. Any transferee of Shares must become a party to this Agreement and any purported transfer of Shares to a person or entity that has not become a party hereto shall be null and void. Any transferee of any Shares shall have all the rights and shall be subject to all limitations of the transferor under the Voting Trust Certificate and this Agreement.
Sample 1
Effective Transfer. Date. The transfer of servicing of your mortgage loan does not affect any term or condition of your mortgage instruments or lease. We appreciate the opportunity to have serviced your loan. Berkadia Commercial Mortgage LLC is pleased to announce Loan View, our exclusive Berkadia Mortgage Site for borrowers. Effective with the payment due___________, your monthly billing statement will be available on our website. We have eliminated the mailing of monthly billing statements. The monthly statements are available on our Loan View website 10 days prior to the subsequent month's payment due date. If you are unable to view your monthly billing statement, please contact your Client Relations
Sample 1

Related to Effective Transfer

  • Administrative Transfer Transfer of unit members on a temporary or permanent basis may be initiated by management at any time such transfer is deemed necessary to meet the program needs, efficiency, or effectiveness of the operational needs of the District. A unit member permanently transferred shall be given written notice five (5) working days before the transfer is made. Fifteen

  • Administrative Transfers Seniority and posting shall not apply in a lateral transfer involving two permanent employees. Transfers of this nature will be discussed with the Union prior to final disposition.

  • Alternative Transaction In the event that, in lieu of the Arrangement, the Purchaser seeks to complete the acquisition of the Company Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides for economic terms which, in relation to the Shareholder, on an after-tax basis, are at least equivalent to or better than those contemplated by the Arrangement Agreement taking into account the Intended Tax Treatment, (b) would not likely result in a delay or time to completion beyond the Voting Support Outside Date, and (c) is otherwise on terms and conditions not materially more onerous on the Shareholder than the Arrangement (including any take-over bid) any such transaction, an “Alternative Transaction”), then during the term of this Agreement the Shareholder may, on its own accord, and shall, upon written request of the Purchaser, support the completion of such Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (A) depositing or causing the deposit of its Subject Shares (including any Company Shares issued or issuable upon the exercise, conversion or vesting, as applicable, of any Company Options, Company Compensation Options or Company RSUs) into an Alternative Transaction conducted by way of a take-over bid made by the Purchaser or an affiliate of Purchaser and not withdrawing them; and/or (B) voting or causing to be voted all of the Subject Shares (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by the Purchaser, provided however that the Shareholder shall not be required to exercise, convert or exchange any Subject Shares (other than Company Shares) in connection with an Alternative Transaction.

  • Stop Transfer Instruction The Company will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends are satisfied.

  • Stop Transfer The Securities are restricted securities as of the date of this Agreement. Neither the Company nor any of its Subsidiaries will issue any stop transfer order or other order impeding the sale and delivery of any of the Securities at such time as the Securities are registered for public sale or an exemption from registration is available, except as required by state and federal securities laws.

  • Asset Transfer (a) As consideration for the reinsurance by the Reinsurer of the General Account Liabilities under this Agreement, on the Closing Date, the Reinsurer shall be entitled to an amount equal to one hundred percent (100%) of the General Account Reserves as of the close of business on the day immediately preceding the Inception Date (the “Initial Reinsurance Premium”). (b) As additional consideration for the Reinsurer entering into this Agreement, the Reinsurer shall be entitled to 100% of all premiums and other considerations to the extent received on or after the Inception Date by the Company or the Reinsurer with respect to the General Account Liabilities, less an amount equal to the reinsurance premium due under the Ceded Reinsurance Agreements to the extent such premium relates to coverage on or after the Inception Date with respect to the Reinsured Contracts. In addition, with respect to the Separate Account Liabilities, the Reinsurer shall be entitled to 100% of all (i) mortality and expense risk charges and administrative expense charges (collectively, “asset charges”), any rider charges (to the extent the riders are reinsured hereunder), and contract maintenance charges, back-end sales loads and other considerations billed separately for the Reinsured Contracts collected by the Company on or after the Inception Date, and (ii) any other charges, fees and similar amounts received by the Company from the Separate Accounts on or after the Inception Date (collectively, the “Separate Account Charges”). The Company hereby assigns to the Reinsurer all of its rights to such premiums and other considerations payable to the Company. For the avoidance of doubt, the Separate Account Charges shall not include any distribution fees received from underlying mutual funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940.

  • Free Transfer 1. Each Contracting Party after the fulfillment of requirements under the domestic laws, shall without delay to investors of the other contracting party to make the transfer of funds related to investments in a freely convertible currency, in particular, though not exclusively: a) Income, dividends, profits and other income; b) The capital or the proceeds of the total or partial sale or liquidation of an investment; c) The proceeds of the settlement of a dispute; and compensation pursuant to articles 6 and 7. Transfers shall be made in accordance with the rate of exchange prevailing on the date of transfer, according to the Law of the Contracting Party which has admitted the investment.

  • Stop Transfer Order In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur: i. the Company will sell and transfer the Purchase Shares to GSAI and the Shareholders; ii. Bristlecone will deliver 4,500,000 common shares to the Company which shall be cancelled and returned to the treasury of the Company; iii Xxxxxxxxx will deliver 3,500,000 common shares to the Company which shall be cancelled and returned to the treasury of the Company; iv. GSAI will transfer 100% of the outstanding shares of ARCIS (the “ARCIS Shares”) to the Company. v. the Shareholders will transfer 100% of the outstanding shares of GCED (the “GCED Shares”) to the Company; vi. the Company shall deliver the 13,200,000 Purchase Shares issued in the amounts and to the persons set forth in Exhibit C hereto; vii. the Officers and Directors of the Company shall appoint the directors designated by GSAI and resign; and the newly appointed Directors of the Company who shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the By-Laws, shall appoint the new officers of the Company.

  • Transfer of Receipts; Combination and Split-up of Receipts The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time, upon any surrender of a Receipt, by the Owner in person or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer, and duly stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon the Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the person entitled thereto. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary may appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.