General Provisions Regarding Transfers Sample Clauses

General Provisions Regarding Transfers. (a) Without limiting any other provisions or restrictions or conditions of this Article IV, no Transfer of Company Common Stock or any Derivative Security or any other rights or obligations or interests of a Stockholder, as applicable, may be made under any circumstances unless such Transfer is made in accordance with the procedures set forth herein and such Transfer would not result in any of the following:
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
General Provisions Regarding Transfers. (a) Upon any Transfer by a Member of all of its Common Units, that Member shall cease to be a Member under this Agreement. Upon any Transfer by a Preferred Holder of all of its Preferred Units, that Preferred Holder shall cease to be a Preferred Holder under this Agreement.
Sample 1Sample 2Sample 3See All (4)
General Provisions Regarding Transfers. (a) A Transfer otherwise permitted under this Article 8 shall not take effect unless and until the following conditions are satisfied:
Sample 1
General Provisions Regarding Transfers. 26 7.2 Withdrawal by a Member........................................ 27 7.3 Removal of a Member........................................... 28 7.4 Status of Assignees........................................... 28 SECTION 8
Sample 1
General Provisions Regarding Transfers. (a) No Transfer of all or any portion of an Interest in the Company shall be permitted unless such Transfer will not: (i) violate Federal or State securities laws or any other law, regulation or other governmental rule applicable to such Transfer; (ii) effect a termination of the Company under Section 708 of the Code; (iii) cause the Company to be a "publicly traded partnership" within the meaning of Section 7704 of the Code or otherwise cause the Company to be taxable as a corporation for Federal income tax purposes; (iv) subject the Company or any Member to additional regulatory requirements under Federal, State, local or foreign law, compliance with which would subject the Company or such other Person to material expense or burden (unless each such affected Person consents to such Transfer); or (v) violate the terms of this Agreement.
Sample 1
General Provisions Regarding Transfers. (a) Except to the extent otherwise required by law or otherwise directed pursuant to the affirmative vote of the Members as provided for in Section 3.2 hereof, the Company need not recognize or give effect to any transfer, in whole or in part, of a Distributional Interest under any of the following circumstances: (i) if such transfer will, in the opinion of counsel to the Company, result in a termination of certain elections or tax treatments of the Company for federal income tax purposes; (ii) if such transfer will, in the opinion of counsel to the Company, result in the Company's failure to qualify for, or the loss by the Company or any Member of, an exemption from the registration requirements of the federal or any applicable state securities laws; (iii) if such transfer would otherwise result in adverse tax consequences to the Company or the other Members; (iv) if such transferee is a "foreign person" as that term is defined in the Foreign Investment in Real Property Tax Act of 1980, as amended; or (v) if such transfer will, in the opinion of counsel to the Company, result in a default under any loan agreement, contract or other agreement to which the Company or any of its assets are bound, unless if the only default is due to not obtaining a valid consent, for which the Company will then seek such consent.
Sample 1
General Provisions Regarding Transfers. (a) Any attempted Transfer of Voting Shares not permitted under the terms of, or not conducted in accordance with the procedures set forth within, this Article 4 shall be null and void ab initio and of no force or effect, and the Company shall not in any way give effect to or be required to recognize any such impermissible Transfer.
Sample 1
AutoNDA by SimpleDocs
General Provisions Regarding Transfers. (a) Unless admitted as a Member in accordance with the provisions of this Agreement, the transferee of all or any portion of a Member’s interest in the Company shall not be a Member, but instead shall be subject to the provisions of Section 7.6.
Sample 1
General Provisions Regarding Transfers 
Sample 1Sample 2Sample 3See All (4)

Related to General Provisions Regarding Transfers

  • General Provisions Regarding Payments (a) All payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, recoupment, set-off or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than (x) 12:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day.

  • General Provisions Regarding Accounts 44 SECTION 8.04. Release of Trust Estate..................................................................45 SECTION 8.05.

  • General Provisions Regarding Securities (a) The Administrative Trustees shall on behalf of the Trust issue one class of capital securities representing undivided beneficial interests in the assets of the Trust and one class of common securities representing undivided beneficial interests in the assets of the Trust.

  • General Provisions Relating to Transfers and Exchanges (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

  • Certain General Provisions 32 5.1. Closing Fee. ........................................................................32 5.2. Agent's Fee. ........................................................................32 5.3.

  • General Provisions Regarding the Collection Account (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Collection Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee upon Issuer Order; provided, however, that (i) such Eligible Investments shall not mature or be redeemed later than the Business Day prior to the next Payment Date or Special Payment Date, if applicable, for the Recovery Bonds and (ii) such Eligible Investments shall not be sold, liquidated or otherwise disposed of at a loss prior to the maturity or the date of redemption thereof. All income or other gain from investments of moneys deposited in the Collection Account shall be deposited by the Indenture Trustee in such Collection Account, and any loss resulting from such investments shall be charged to such Collection Account. The Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel of external counsel of the Issuer (at the Issuer’s cost and expense) to such effect. In no event shall the Indenture Trustee be liable for the selection of Eligible Investments or for investment losses incurred thereon. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity or its date of redemption or the failure of the Issuer or the Servicer to provide timely written investment direction. The Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of written investment direction pursuant to an Issuer Order, in which case such amounts shall remain uninvested.

  • General Provisions In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by Broker-Dealers), each of the Company and the Guarantors shall:

  • Special Provisions Relating to Euro Each obligation hereunder of any party hereto that is denominated in the National Currency of a state that is not a Participating Member State on the date hereof shall, effective from the date on which such state becomes a Participating Member State, be redenominated in Euro in accordance with the legislation of the European Union applicable to the European Monetary Union; provided that, if and to the extent that any such legislation provides that any such obligation of any such party payable within such Participating Member State by crediting an account of the creditor can be paid by the debtor either in Euros or such National Currency, such party shall be entitled to pay or repay such amount either in Euros or in such National Currency. If the basis of accrual of interest or fees expressed in this Agreement with respect to an Agreed Foreign Currency of any country that becomes a Participating Member State after the date on which such currency becomes an Agreed Foreign Currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to any Borrowing denominated in such currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor. Without prejudice to the respective liabilities of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement, each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time, in consultation with the Borrower, reasonably specify to be necessary or appropriate to reflect the introduction or changeover to the Euro in any country that becomes a Participating Member State after the date hereof; provided that the Administrative Agent shall provide the Borrower and the Lenders with prior notice of the proposed change with an explanation of such change in sufficient time to permit the Borrower and the Lenders an opportunity to respond to such proposed change.

  • General Provisions Regarding Payment; Loan Account (a) All payments to be made by each Borrower under any Financing Document, including payments of principal and interest made hereunder and pursuant to any other Financing Document, and all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment or counterclaim. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension (it being understood and agreed that, solely for purposes of calculating financial covenants and computations contained herein and determining compliance therewith, if payment is made, in full, on any such extended due date, such payment shall be deemed to have been paid on the original due date without giving effect to any extension thereto). Any payments received in the Payment Account before 12:00 Noon (Eastern time) on any date shall be deemed received by Agent on such date, and any payments received in the Payment Account at or after 12:00 Noon (Eastern time) on any date shall be deemed received by Agent on the next succeeding Business Day.

Time is Money Join Law Insider Premium to draft better contracts faster.