Morgans Lower Tier Transfers Sample Clauses

Morgans Lower Tier Transfers. If at any time Morgans Co. and Morgans are not the sole Morgans Parties and Morgans Co., Morgans or other equity holder in any Morgans Intermediate Subsidiary (including any Morgans Intermediate Subsidiary that transfers equity interests of any Member, a “Morgans Lower Tier Holder” or “Morgans LTH”) Transfers the equity interests of such Morgans Intermediate Subsidiary or Member, then for purposes of this Article 9, the holder of such equity interests shall be deemed to Transfer the Interest it owns indirectly through the Morgans Parties. The percentage of the Interest such Morgans LTH shall be deemed to Transfer shall be determined by multiplying (i) the percentage of the equity interests in the Morgans Intermediate Subsidiary the Morgans LTH Transfers by (ii) the Morgans Intermediate Subsidiary’s percentage interest in the Morgans Parties by (iii) the aggregate Percentage Interest held by such Morgans Parties. By way of example, assume a Morgans LTH intends to Transfer fifty percent (50%) of the equity interests in a Morgans Intermediate Subsidiary, and such Morgans Intermediate Subsidiary holds a fifty percent (50%) interest in a Morgans Party. Also assume that such Morgans Party holds a twenty percent (20%) Percentage Interest in the Company. Based on such assumptions, for purposes of this Article 9, such Morgans LTH would be deemed to Transfer an aggregate five percent (5%) Percentage Interest in the Company.
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Related to Morgans Lower Tier Transfers

  • All Other Transfers and Exchanges of Beneficial Interests in Global Securities In connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant to Section 2.2(g).

  • 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.

  • All Other Transfers and Exchanges of Beneficial Interests in Global Notes In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

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

  • 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.

  • 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.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • Obligations with Respect to Transfers and Exchanges of Notes (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Registrar’s request.

  • Rule 144 Transfers If the transfer is being effected pursuant to Rule 144:

  • Rule 904 Transfers If the transfer is being effected in accordance with Rule 904:

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