Free Transferability. Subject to this Section 5.5, Preferred Securities shall be freely transferable.
Free Transferability. Except as limited by the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], to the fullest extent permitted by the Act, any [Member] [Partner] may, at any time or from time to time, without the consent of any other Person, Transfer, pledge or encumber any or all of its Shares. Subject to the restrictions of the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], the Transferee of any Shares shall be admitted to the [Company] [Partnership] as a substitute member of the [Company] [Partnership] on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Shares, which shall be evidenced by such Transferee’s execution and delivery to the [Company] [Partnership] of an Application for Transfer of Shares on the reverse side of the Share Certificate representing the Shares being transferred, and (ii) the recording of such Transferee’s name as a Substitute [Member] [Partner] on the books and records of the [Company] [Partnership]. Any Transfer of any Shares pursuant to this Section shall be effective as of the later of (i) the close of business on the day on which such Transfer occurs, or (ii) the effective date and time of such Transfer that is designated in the Application for Transfer of Shares delivered by the Transferee to the [Company] [Partnership].
Free Transferability. Except as limited by the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], to the fullest extent permitted by the Act, any [Member][Partner] may, at any time or from time to time, without the consent of any other Person, Transfer, pledge or encumber any or all of its Shares. Subject to the restrictions of the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], the Transferee of any Shares shall be admitted to the [Company][Partnership] as a substitute member of the [Company][Partnership] on the effective date of such Transfer upon (i) such Transferee's written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Shares, which shall be evidenced by such Transferee's execution and delivery to the [Company][Partnership] of an Application for Transfer of Shares on the reverse side of the Share Certificate representing the Shares being transferred, and (ii) the recording of such Transferee's name as a Substitute [Member][Partner] on the books and records of the [Company][Partnership]. Any Transfer of any Shares pursuant to this Section __ shall be effective as of the later of (i) the close of business on the day on which such Transfer occurs, or (ii) the effective date and time of such Transfer that is designated in the Application for Transfer of Shares delivered by the Transferee to the [Company][Partnership]. EXHIBIT O CERTIFICATE OF INDEPENDENT MANAGER/MEMBER/DIRECTOR THE UNDERSIGNED, ____________________, hereby certifies as follows:
1. I have been elected to serve as an independent director of [________________], a Delaware corporation (the "Company").
2. I am aware that under its Articles of Incorporation and By Laws, the Company is required to have at least two so-called "Independent Directors".
3. I hereby certify that I am aware of the definition of and requirement for Independent Directors as set forth in the Articles of Incorporation and By Laws of the Company, including but not limited to, the requirement that when voting on a matter put to the vote of board of directors, that notwithstanding that the Company may be insolvent, an Independent Director shall, to the extent permitted by law, take into account the interest of the creditors of the Company as well as the interest of the Company. As an Independent Director of the Company, I will vote in accordance with my fiduciary duties under applicable law.
4. I hereby certify that I meet t...
Free Transferability. Notwithstanding any other provision of this Article XI: (i) the Individual Investors shall be allowed to Transfer any or all of their Units in the LLC freely to any of the other Individual Investors and (ii) at anytime after the eighteen (18) month period referred to in Section 11.5, additional physicians may be added to the LLC as Members and Individual Investors pursuant to Transfer(s) of Units from the then current Individual Investors to the additional physicians upon the approval of and pursuant to such terms and conditions as the Hospital (such approval not to be unreasonably withheld) and Individual Investors may so determine by Special Consent of the Individual Investors. This right shall not extend to the executor or administrator of a deceased Individual Investor or to the spouse of a divorced Individual Investor. Additionally, the Hospital shall be allowed to Transfer any or all of its Units in the LLC freely to any of its Affiliates (as that term is defined in Section 1.1.2 of this Agreement).
Free Transferability. Fxxxxxxxx Xxxx shall be satisfied, in its reasonable discretion, that the BAM Shares shall be freely transferable in transactions on the TSX on an ordinary “T+3” settlement cycle, subject to the restrictions provided in Section 7(a) and subject to the satisfaction of the requirements of Rule 904 of Regulation S under the Securities Act; provided, however, the parties hereto acknowledge and agree that such condition shall be deemed satisfied by the execution and delivery by BAM to the transfer agent of the BAM Shares of the direction in the form set out in Schedule C hereto, and by the written confirmation of the transfer agent of the BAM Shares that it will comply with such direction.
Free Transferability. Subject to Sections 2.4 and 2.5 below, but notwithstanding anything otherwise to the contrary in this Agreement, from and after the first anniversary of the Closing Date, there shall be no restrictions of any kind with respect to Transfers of Transfer Restricted Securities by any of the Holders, other than any restrictions imposed by applicable state or federal securities laws.
Free Transferability with respect to the requested Loan no hindrances in the transfer of convertible currency from any member of the European Monetary Union, to the Kingdom of Denmark, the United States of America or to any country the currency of which is an Optional Currency (if relevant) has occurred or is threatening; and
Free Transferability. After the Options have vested, they may be freely transferred subject to compliance with applicable law.
Free Transferability. To the fullest extent permitted by the Act and this Agreement, any Shareholder may, at any time or from time to time, without the Consent of any other Shareholder or of the Board, Transfer any or all of its Shares to the same extent as a holder of shares of capital stock in a business corporation organized under the General Corporation Law of the State of Delaware could Transfer such shares of the capital stock of such corporation. The Transferee of any Shares shall be admitted to the Company as a Substitute Shareholder (and as a member of the Company within the meaning of the Act) on the effective date of such Transfer upon (i) such Transferee's written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Shares, and (ii) the recording of such Transferee's name as a Substitute Shareholder on the books and records of the Company. Any Transfer of any Shares pursuant to this Section 21 shall be effective as of the close of business on the day on which such Transfer occurs.
Free Transferability. Except as limited by the Credit Agreement, to the fullest extent permitted by the Act, any Member may, at any time or from time to time, without the consent of any other Person, Transfer, pledge or encumber any or all of its Shares. Subject to the restrictions of the Credit Agreement, the Transferee of any Shares shall be admitted to the Company as a substitute member of the Company on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Shares, which shall be evidenced by such Transferee’s execution and delivery to the Company of an Application for Transfer of Shares on the reverse side of the Share Certificate representing the Shares being transferred, and (ii) the recording of such Transferee’s name as a Substitute Member on the books and records of the Company. Any Transfer of any Shares pursuant to this Section __ shall be effective as of the later of (i) the close of business on the day on which such Transfer occurs, or (ii) the effective date and time of such Transfer that is designated in the Application for Transfer of Shares delivered by the Transferee to the Company.
