Manager - Transfers Sample Clauses

Manager - Transfers. (a) Except as provided in this Section 8.1, without the consent of a Majority Vote of Investor Members, AHH Management shall not voluntarily withdraw from the Company as a Member at any time prior to its termination, or transfer or assign any of its rights and duties as a Manager, provided that AHH Management may assign its Membership Interest in the Company and its rights to be a Manager either to any party who directly or indirectly purchases all or substantially all of MedCath Incorporated's assets or more than fifty percent (50%) of its capital stock (in either event, a "MedCath Sale") if such purchaser assumes in writing the obligations of AHH Management hereunder or to a party under control of, common control, or which controls, AHH Management. AHH Management may also assign its Membership Interest in the Company and its rights to be a Manager to a financial institution as collateral security for repayment of indebtedness for borrowed funds by AHH Management or its Affiliates. In the event that AHH Management desires to sell any of its Membership Interest, or in the event of a sale of more than fifty percent (50%) of the capital stock with AHH Management, and in both such cases such sale is not in connection with a MedCath Sale, then the other Members shall first have an option to purchase such Membership Interest in accordance with the Right of First Refusal provided in Section 8.4.
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Manager - Transfers. (a) Except as provided in this Section 8.1, without the consent of a Majority Vote of Investor Members, HHBF shall not voluntarily withdraw from the Company as a Member at any time prior to its termination, or transfer or assign any of its rights and duties as a Manager, provided that HHBF may assign its Membership Interest in the Company and its rights to be a Manager to any party who purchases all or substantially all of MedCath Incorporated's assets or capital stock if such purchaser assumes in writing the obligations of HHBF hereunder or to a party under control of, common control, or which controls, HHBF. HHBF may also assign its Membership Interest in the Company and its rights to be a Manager to a financial institution as collateral security for repayment of indebtedness for borrowed funds by HHBF or its Affiliates. In the event that HHBF desires to sell any Membership Interest and such sale is not in connection with the sale of all or substantially all of the assets or capital stock of MedCath Incorporated, then the other Members shall first have an option to purchase such Membership Interest in accordance with the Right of First Refusal provided in Section 8.4. In addition, HHBF shall ensure that for the first five (5) years after the Hospital first opened for business and regularly conducted such business the stock of HHBF will not be sold to any Person or Entity that is not an Affiliate of MedCath Incorporated other than in connection with the sale of substantially all of the assets of MedCath Incorporated and thereafter, the Investor Members shall be given written notice of any proposed sale and shall have a right of first refusal to acquire the stock of HHBF should the owner intend to sell such stock other than in connection with the sale of substantially all of the assets of MedCath Incorporated, which right shall be exercisable for forty-five (45) days after the date the Investor Members receive notice of a proposed sale.
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Manager - Transfers. (a) Except as provided in this Section 8.1, without the consent of a Majority Vote of Investor Members, DTO Management shall not voluntarily withdraw from the Company as a Member at any time prior to its termination, or transfer or assign any of
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Manager - Transfers. (a) Except as provided in this Section 8.1, without the consent of a Majority Vote of Investor Members, MedCath shall not voluntarily withdraw from the Company as a Manager at any time prior to its termination, or transfer or assign any of its rights and duties as a Manager, provided that MedCath may assign its Membership Interest in the Company and its rights to be a Manager to any party who purchases all or substantially all of MedCath's and its subsidiaries' assets or capital stock if such purchaser assumes in writing the obligations of MedCath hereunder or to a party under control of, common control, or which controls, MedCath. MedCath may also assign its Membership Interest in the Company and its rights to be a Manager to a financial institution as collateral security for repayment of indebtedness for borrowed funds by MedCath or its Affiliates. In the event that MedCath desires to sell any Membership Interest and such sale is not in connection with the sale of all or substantially all of the assets or capital stock of MedCath and its subsidiaries, then the other Members shall first have an option to purchase such Membership Interest in accordance with the Right of First Refusal provided in Section 8.4.
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Manager - Transfers. (a) Except as provided in this Section 8.1, without the consent of a Majority Vote of Investor Members, DTO Management shall not voluntarily withdraw from the Company as a Member at any time prior to its termination, or transfer or assign any of its rights and duties as a Manager, provided that DTO Management may assign its Membership Interest in the Company and its rights to be a Manager to any party who purchases all or substantially all of MedCath Incorporated's and its subsidiaries' assets or capital stock if such purchaser assumes in writing the obligations of DTO Management hereunder or to a party under control of, common control, or which controls, DTO Management. DTO Management may also assign its Membership Interest in the Company and its rights to be a Manager to a financial institution as collateral security for repayment of indebtedness for borrowed funds by MedCath Incorporated or its Affiliates. In the event that DTO Management desires to sell any Membership Interest and such sale is not in connection with the sale of all or substantially all of the assets or capital stock of MedCath Incorporated and its subsidiaries, then the other Members shall first have an option to purchase such Membership Interest in accordance with the Right of First Refusal provided in Section 8.4. If upon any transfer of DTO Management's Membership Interest, DTO Management is not permitted to assign its rights as Manager under this Section 8.1(a), DTO Management shall not continue as Manager after said transfer, and the provisions of Section 8.2 shall apply.
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Manager - Transfers. (a) Except as provided in this Section 8.1, without the consent of a Majority Vote of Investor Members, SAHI shall not voluntarily withdraw from the Company as a Manager at any time prior to its termination, or transfer or assign any of its rights and duties as a Manager, provided that SAHI may assign its Membership Interest in the Company and its rights to be a Manager to any party who purchases all or substantially all of SAHI's and its subsidiaries' assets or capital stock if such purchaser assumes in writing the obligations of SAHI hereunder or to a party under control of, common control, or which controls, SAHI. SAHI may also assign its Membership Interest in the Company and its rights to be a Manager to a financial institution as collateral security for repayment of indebtedness for borrowed funds by SAHI or its Affiliates. In the event that SAHI desires to sell any Membership Interest and such sale is not in connection with the sale of all or substantially all of the assets or capital stock of SAHI and its subsidiaries, then the other Members shall first have an option to purchase such Membership Interest in accordance with the Right of First Refusal provided in Section 8.4.
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Manager - Transfers. Immediately prior to Closing, (i) Manager shall assign and transfer the Management Agreement to KSL DC Operating, LLC, and (ii) KSL DC Operating, LLC shall transfer (x) its limited liability interest in Manager, which shall be all of the interest in Manager, to Replacement Manager, (y) its limited liability interest in KSL DC Development Management, LLC, which shall be all of the interest in KSL DC Development Management, LLC, to such Affiliate of KSL Management as it may designate. Such transfers shall not result in any liabilities to KSL DC Operating, LLC. None of the Acquired Entities will be the record owner of interests in Manager at Closing.
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Related to Manager - Transfers

  • Other Transfers (a) Upon receipt of Proper Instructions, the Custodian shall transfer to or receive from a third party that has been appointed to serve as an additional custodian of one or more Portfolios (an "Additional Custodian") securities, cash and other assets of such Portfolio(s) in accordance with such Proper Instructions. Each Additional Custodian shall be identified as such on Appendix "B", as the same may be amended from time to time in accordance with the provisions of Section 9.06(c) hereof.

  • Void Transfers To the greatest extent permitted by the Act and other Law, any Transfer by any Member of any Membership Interests or other interest in the Company in contravention of this Agreement shall be void and ineffective and shall not bind or be recognized by the Company or any other Person. In the event of any Transfer in contravention of this Agreement, to the greatest extent permitted by the Act and other Law, the purported Transferee shall have no right to any profits, losses or Distributions of the Company or any other rights of a Member.

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.

  • Further Transfers The Seller shall execute and deliver ----------------- such further instruments of conveyance and transfer and take such additional action as the Purchaser may reasonably request to effect, consummate, confirm or evidence the transfer to the Purchaser of the Acquired Assets and any other transactions contemplated hereby.

  • Limited Partner Transfers (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

  • Non-Transfers Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Rule 144A Transfers If the transfer is being effected in accordance with Rule 144A:

  • Certain Transfers The sale of all or substantially all of Tenant's assets (other than bulk sales in the ordinary course of business) or, if Tenant is a corporation, an unincorporated association, or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding the foregoing, Landlord's consent shall not be required for the assignment of this Lease as a result of a merger by Tenant with or into another entity, so long as (i) the net worth of the successor entity after such merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such merger, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger, (ii) Tenant shall provide to Landlord, prior to such merger, written notice of such merger and such assignment documentation and other information as Landlord may request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply with respect to such assignment.

  • Transfers Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

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