Mandatory Transfers. In the event that there shall be a permitted Disposition by OSEG of its Securities of the Master Limited Partnership pursuant to the provisions of the Master Limited Partnership Agreement, OSEG shall be required to Dispose its Shares in accordance with subsection 7.1(a).
Mandatory Transfers. If the Company is unable to fill the vacant or new operational, non- supervisory position using the above staffing methods, the Company may transfer an employee under the following conditions:
(a) the employee must have less than seven (7) years of seniority;
(b) the employee’s position must be at a level equal to or lower than the level of the new or vacant position; and
(c) the employee who is unsuccessful in the training at the new location shall be returned to an available position at an equivalent level to the position from which the employee is transferred.
Mandatory Transfers. (a) If the Company engages in any share repurchase program or self-tender (a “Company Repurchase Event”) that would cause the Investor to Beneficially Own shares of the Company Common Stock in excess of the Ownership Limit, then the Investor shall (x) be given the opportunity to participate in such Company Repurchase Event on the same terms and conditions as other stockholders of the Company and (y) Transfer such number of Shares to the Company as may be permitted pursuant to the terms of such Company Repurchase Event as shall be necessary to reduce the Investor’s Beneficial Ownership of Shares to the Ownership Limit; provided, that to the extent such Transfer to the Company does not permit the Investor to reduce the Investor’s Beneficial Ownership of Shares to the Ownership Limit, the Investor shall, as
Mandatory Transfers. If the Company is unable to fill the vacant or new operational, supervisory position using the above staffing methods, the Company may transfer an employee under the following conditions:
Mandatory Transfers. (a) Mandatory transfers of non-relief personnel from one shift to another shall be limited to filling vacancies for promotions, dismissals, retirements, long term leaves, or for the good of the Department.
(b) Prior to requiring a non-relief Unit employee to transfer between shifts or assignments, the Chief shall utilize available relief personnel and, where possible, shall offer the transfer to all qualified personnel on a voluntary basis. Whenever possible, a 14 day notice shall be given for any transfer. This paragraph shall not apply to transfers for the good of the Department where immediate action is required.
Mandatory Transfers. If, at any time, including as a result of any share repurchase program or self-tender or otherwise, J&A Alliance Trust Beneficially Owns shares of Company Common Stock in excess of the Ownership Cap, then the Trustee shall use its reasonable best efforts, or use its reasonable best efforts to cause J&A Alliance Trust, to within ninety (90) days of first obtaining knowledge that J&A Alliance Trust’s Beneficial Ownership of shares of Company Common Stock exceeds the Ownership Cap, Transfer such number of shares of Company Common Stock pursuant to Permitted Non-Public Transfers or Permitted Public Transfers as shall be necessary to reduce J&A Alliance Trust’s Beneficial Ownership and the Trustee’s (in its capacity as trustee of J&A Alliance Trust) record ownership of shares of Company Common Stock to the Ownership Cap, subject to all of the terms and conditions of this Article IV; provided that the provision in Section 4.2 shall not apply to any such Transfer. Notwithstanding the foregoing, from and after the Restricted Period and in the event that the Voting Rights Cap is applicable, any Transfer required pursuant to this Section 4.3 shall be subject to the Company’s first providing written notice to J&A Alliance Trust setting forth, to the knowledge of the Company, J&A Alliance Trust’s Beneficial Ownership of shares of Company Common Stock in excess of the Ownership Cap, including the basis of such determination, and a ten (10) Business Day period following the date of such notice during which the Trustee and J&A Alliance Trust may dispute the Company’s assertion that the Ownership Cap has been exceeded by presenting evidence to the Company to the contrary, which the Company shall consider in good faith, and if at the end of such ten (10) Business Day period, the Trustee and J&A Alliance Trust have not presented any such evidence or after the presentation of any such evidence, the Company reaffirms by written notice to the Trustee that J&A Alliance Trust Beneficially Owns shares of Company Common Stock in excess of the Ownership Cap, the Trustee shall, and shall cause J&A Alliance Trust to, Transfer such shares of Company Common Stock as required by this Section 4.3 (provided, that the ninety (90)-day Transfer period set forth in this Section 4.3 shall begin on the date of such subsequent written notice).
Mandatory Transfers. Subject to Section 7.1, if RGB and LEG shall determine to sell all, but not less than all, of their Shares pursuant to the terms of an "arm's length", bona fide, independent third party offer (the "Offer"), the other Stockholders shall, upon the joint written request of such Stockholders (the "Drag-Along Request"), tender all of their Shares to such third party offeror on the same terms and at the same price per share as set forth in the Offer. If the other Stockholders fail to so tender their Shares within five (5) business days of the Drag-Along Request, such Shares shall be deemed so tendered, and the Corporation shall have the right to transfer them accordingly on its books.
Mandatory Transfers. Failure of Borrower to cause any transfer of Real Property required under the terms of this Agreement to occur on the required date, including as set forth in Section 6.18 or 6.19 (including recordation of the required Deed of Trust or amendment and issuance of the required Title Policy or endorsement, as applicable).
Mandatory Transfers. (a) If the Company engages in any share repurchase program or self-tender (a “Company Repurchase Event”) that would cause the Investor to Beneficially Own shares of the Company Common Stock in excess of the Ownership Limit, then the Investor shall (x) be given the opportunity to participate in such Company Repurchase Event on the same terms and conditions as other stockholders of the Company and (y) Transfer such number of Shares to the Company as may be permitted pursuant to the terms of such Company Repurchase Event as shall be necessary to reduce the Investor’s Beneficial Ownership of Shares to the Ownership Limit; provided, that to the extent such Transfer to the Company does not permit the Investor to reduce the Investor’s Beneficial Ownership of Shares to the Ownership Limit, the Investor shall, as promptly as practicable, Transfer such additional number of Shares pursuant to a Permitted Non-Public Transfer or a Permitted Public Transfer as shall be necessary to reduce the Investor’s Beneficial Ownership of Shares to the Ownership Limit, in each case without being subject to Section 4.4, Section 4.5 and Section 4.6. Notwithstanding the foregoing, if such Company Repurchase Event would not cause the Investor to Beneficially Own
Mandatory Transfers. (a) Not withstanding anything herein to the contrary, and absent agreement of the Members to do otherwise, one Member shall purchase the other Member's Interest in the Company pursuant to the terms of Section 11.04(b) upon the earliest to occur of: (i) the mutual written agreement by the Members to terminate the Company, (ii) CBS giving notice in writing to DBC of its election to trigger the mandatory transfer provisions of this Section 11.04 within 60 days after any Person has acquired ownership of more than 30% of the outstanding shares of common stock, par value $.01 per share or securities representing, in the aggregate, more than 30% of the voting power, of DBC, or all or substantially all of DBC's assets, (a "DBC Change of Control"), without the prior written consent of CBS, (iii) the entry of a decree of judicial dissolution of the Company pursuant to Section 802 of the Act or (iv) any Member giving notice in writing to the other Members of its election to trigger the mandatory transfer provisions of this Section 11.04 pursuant to Section 7.01(b) (each, a "Triggering Event"). The parties hereby agree that DBC may give CBS confidential notice of its intent to enter into an agreement which would cause a DBC Change of Control, together with a description of the party with whom DBC intends to effect such a transaction. CBS shall have twenty (20) days from receipt of such notice to respond to DBC in writing as to whether it would elect to trigger the mandatory transfer provisions of this Section 11.04 with respect to such potential DBC Change of Control. If, and only if, CBS notifies DBC that it would not make such election, CBS shall be deemed to have waived its right to trigger such mandatory transfer provisions with respect to such potential DBC Change of Control.
(b) Upon the occurrence of a Triggering Event and (i) prior to the first anniversary of the date hereof, DBC shall pay CBS, within 45 days of the occurrence of such event, the sum of 50% of the aggregate rate card value of the advertising time actually contributed by CBS to the Company pursuant to the terms of the Contribution Agreement (such amount not to exceed $5,000,000) and 30% of the net advertising revenue of the Company prior to such Triggering Event in exchange for CBS's Interest, and (ii) on or after the first anniversary of the date hereof, DBC shall, within 30 days of the date of the Triggering Evenx, xxxxxx xx writing to CBS and the Company an offer to purchase, within 45 days f...
