Option Upon Involuntary Transfer Sample Clauses

Option Upon Involuntary Transfer. If other than by reason of a Shareholder's death any Shares are transferred by operation of law to any person other than the Company, or if (i) any Shareholder shall be adjudicated as bankrupt or make an assignment for the benefit of creditors; (ii) bankruptcy proceedings in which a Shareholder is alleged to be insolvent or unable to pay his debts as they mature are instituted by or against that Shareholder and that Shareholder consents thereto or admits in writing the material allegations of the petitions filed in those proceedings; (iii) a Shareholder's Shares are attached; (iv) any judgment is obtained in any legal or equitable proceeding against a Shareholder and the sale of his Shares is contemplated or threatened under legal process as a result of that judgment; (v) any execution process is issued against a Shareholder's Shares; or (vi) any other form of legal proceeding or process is instituted by which a Shareholder's Shares may be sold or transferred voluntarily or involuntarily and the same remains undismissed for sixty (60) days, then in each case, such transfer or event shall be deemed to be the giving of a Notice of Offer and the Company shall have the right (but not the obligation), exercisable in accordance with Sections 2.1(b) above, to purchase any or all of that Shareholder's Shares for a Purchase Price equal to the Fair Market Value (determined in accordance with Article V below) of such Shares.
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Option Upon Involuntary Transfer. Each Subject Holder or its legal representative shall notify the Company in writing (the “Involuntary Transfer Notice”) promptly upon the occurrence, or any event that may lead to the occurrence, of an involuntary Transfer of all or a portion of its Stockholder Shares (the “Involuntary Transfer Shares”) by operation of law to any person other than to the Company or the Major Holders in accordance with this Section 3 (including, without limitation, to a Stockholder’s trustee in bankruptcy, to a purchaser at a creditor’s or court sale, pursuant to the death of a Stockholder, pursuant to a divorce, or to the guardian or conservator of an incompetent or incapacitated Stockholder) (an “Involuntary Transfer”). The Company shall have the option to purchase all or a portion of the Involuntary Transfer Shares by delivering notice of its election to exercise such option to the person to whom the Involuntary Transfer Shares were, or are to be, Transferred (the “Involuntary Transferee”) within thirty (30) days after its receipt of the Involuntary Transfer Notice. If the Company does not elect to purchase all of the Involuntary Transfer Shares, the Company shall, within five (5) days after the expiration of the thirty (30) day notice period specified above, provide each Major Holder with written notice of such election, which notice shall include a copy of the Involuntary Transfer Notice. Each Major Holder shall then have the right, exercisable within thirty (30) days following receipt of such notice, to purchase up to that number of the Involuntary Transfer Shares that the Company elected not to purchase (all such remaining shares being referred to as the “Remaining Involuntary Transfer Shares”) equal to the aggregate Remaining Involuntary Transfer Shares multiplied by such Major Holder’s Major Holder ROFR Pro Rata Share. In the event that a Major Holder does not wish to purchase its full Major Holder ROFR Pro Rata Share, then any Major Holder who has elected to purchase its full Major Holder ROFR Pro Rata Share shall have the right to purchase, on a pro rata basis with any other Major Holders who so elect, any Remaining Involuntary Transfer Shares not purchased. If any of the foregoing options are timely exercised, the Involuntary Transferee shall sell to the Company or the Major Holders, as applicable, and the Company or the Major Holders, as applicable, shall purchase from the Involuntary Transferee, such Involuntary Transfer Shares for a purchase price equal to fi...
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Option Upon Involuntary Transfer. If, other than pursuant to this Agreement, a Member’s Member Interest is transferred by operation of law to any person other than the Company (such as, but not limited to, a trustee in bankruptcy, a receiver, a purchaser under any creditor’s or judicial sale or a guardian or conservator), the Company shall have an option to purchase all of the Member Interest so transferred at the price and terms determined in accordance with Section 9.3. The Company shall have a period of sixty (60) days after the date of receipt of notice of such transfer within which to exercise this option in writing. Neither the Member whose Member Interest has been transferred pursuant to this Article X nor the transferee of such Member Interest shall have any vote either as a Member or member of the Board of the Company, shall not be considered in determining whether a quorum is present, and his or her Member Interest shall be deemed voted in the same manner as the majority of Members.
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Option Upon Involuntary Transfer. If other than by reason of a Shareholder's death or disability, Shares are transferred by operation of law to any person other than to the Corporation (such as, but not limited to, a property division in conjunction with a divorce proceeding, a Shareholder's trustee in bankruptcy, a purchaser at any creditor's or court sale), the Corporation (or the Corporation's designee) or the remaining Shareholders, within seventy (70) days of the Corporation's receipt of actual notice of the transfer may exercise an option to purchase all but not less than all of the Shares so transferred in the same manner and upon the same terms as provided in Section 3, with respect to Shares proposed to be transferred.
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Option Upon Involuntary Transfer. If any Units are transferred by operation of law to any person other than a Member, or if (a) any Member shall be adjudicated as bankrupt or make an assignment for the benefit of creditors; (b) bankruptcy proceedings in which a Member is alleged to be insolvent or unable to pay its debts as they mature are instituted by or against it, and the Member consents thereto or admits in writing the material allegations of the petitions filed in those proceedings; (c) a Member's Units are attached; (d) any judgment is obtained in any legal or equitable proceeding against a Member and the sale of its Units is contemplated or threatened under legal process as a result of that judgment; (e) any execution process is issued against a Member's Units; or (f) any other form of legal proceeding or process is instituted by which a Member's Units may be sold or transferred voluntarily or involuntarily and the same remains undismissed for sixty (60) days, then such transfer or event shall be deemed to be the giving of a Selling Member's Notice under Section 6.2(A) hereof, whereupon the Offeree Member may purchase such Units or exercise tag- along rights upon the same terms as set forth in Section 6.2.
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Option Upon Involuntary Transfer. If other than by reason of the death of any Stockholder, any Shares are transferred by operation of law to any person other than the Company, or if (a) a Stockholder shall be adjudicated as bankrupt or make an assignment for the benefit of creditors; (b) bankruptcy proceedings in which a Stockholder is alleged to be insolvent or unable to pay his debts as they mature are instituted by or against him, and he consents thereto or admits in writing the material allegations of the petitions filed in those proceedings; (c) a Stockholder's Shares are attached; (d) any judgment is obtained in any legal or equitable proceeding against a Stockholder and the sale of his Shares is contemplated or threatened under legal process as a result of that judgment; (e) any execution process is issued against a Stockholder's Shares; or (f) any other form of legal proceeding or process is instituted by which a Stockholder's Shares may be sold or transferred voluntarily or involuntarily and the same remains undismissed for sixty (60) days, then such transfer or event shall be deemed to be the giving of a Selling Stockholder's Notice under Section 2.2(a) hereof, whereupon the Company may purchase the Shares upon the same terms as set forth in Section 2.2.
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Option Upon Involuntary Transfer. An involuntary transfer occurs when a Membership Interest or any portion thereof or interest therein is transferred by operation of law. Such a transfer includes, without limitation, any sale or other disposition by a trustee or debtor in possession appointed or retained in a bankruptcy case, or a sale at any creditors' or judicial sale. Upon becoming aware of any actual or threatened involuntary transfer, a party shall give prompt notice thereof to the other party. The option under this Section 10.2(a) shall arise upon receipt by the party entitled to purchase of notice of the transfer.
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Option Upon Involuntary Transfer. If any shares of Stock are transferred by operation of law to any person other than the Company or GTSD Sub except by means of a Permitted Transfer, such transfer shall be deemed a Transfer. At such time as the Company has any written notice specifying such a Transfer, a Transfer Notice under Section 7.2 hereof shall be deemed to have been given, the Company and GTSD Sub may purchase the Shares upon the same terms as set forth in Section 7.2. In the event of an involuntary Transfer pursuant to this Section 7.3, the purchase price for the shares of Stock so transferred shall be deemed to be the "fair market value" of such shares of Stock as determined in accordance with Section 8.3 below.
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Option Upon Involuntary Transfer. If other than by reason of a Stockholder's death, disability or dissolution of marriage, Shares are transferred by operation of law to any person other than to the Corporation (such as, but not limited to, a Stockholder's trustee in bankruptcy or a purchaser at any creditor's or court sale), the Corporation or the remaining Stockholders, within seventy (70) days of the Corporation's receipt of actual notice of the transfer may exercise an option (hereby granted by each Stockholder) to purchase all but not less than all of the Shares so transferred in the same manner and upon the same terms as provided in SECTION 2, with respect to Shares proposed to be transferred.
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Related to Option Upon Involuntary Transfer

  • Involuntary Transfer An ‘involuntary transfer’ shall mean a change of assignment from one building to another to fill a specific position or vacancy when the employee does not agree to the change of assignment. 6.3.1 In the event the District determines that circumstances require a transfer of staff to fill a specific position and no qualified staff member voluntarily accepts the necessary transfer then the Superintendent will determine that an involuntary transfer action needs to be implemented. A pool of potential involuntary transferees shall be designated. Each potential transferee shall be considered on the basis of information contained in his/her staff development plan, his/her past performance, and any other pertinent factors. 6.3.2 In the event two or more potential transferees are deemed equally qualified by the District, the least senior employee under consideration shall be involuntarily transferred. Each involuntary transfer will be considered on its own merits and every attempt will be made to minimize disruption to the instructional program. The Superintendent shall notify the person to be involuntarily transferred in writing and shall stipulate the reasons for the transfer. Such notification shall take place before the involuntary transfer is to be implemented. The employee who is involuntarily transferred shall have the right to meet with the Superintendent or designee. 6.3.3 Except in emergencies, at least ten (10) days written notice will be given to the person who is to be involuntarily transferred. However, the involuntary transfer will be tentative until the teacher has had the opportunity to appeal the decision through the grievance procedure. Such appeal shall be limited to alleged procedural violations of this involuntary transfer policy. Appeals on any aspect other than the procedure will be submitted to the District’s Board of Directors in accordance with Article 5, Section 1, Class B, Grievance. 6.3.4 Employees who have been involuntarily transferred who notify the District of their desire to return will be transferred back to the last assignment held if or when that former assignment becomes vacant. This consideration shall expire when the employee has worked the same number of years as the former assignment from which they were transferred. 6.3.5 A person involuntarily transferred during the school year will be granted one (1) of the options listed in Section 7, ‘New Curriculum Responsibilities’.

  • Voluntary Transfer An employee who transfers within the same class shall receive no salary adjustment. An employee who transfers between classes shall receive the minimum adjustment necessary to bring his/her salary to the minimum rate of the new class. However, an employee receiving a rate of pay in excess of the range maximum shall continue to receive that rate of pay.

  • Involuntary Transfers Any transfer of title or beneficial ownership of Interests or Special Membership Interests, as applicable, upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member, Outside Investor Member or Other Investor Member (each, an "Involuntary Transfer") shall be void unless such Management Member, Outside Investor Member or Other Investor Member complies with this Section 13.6 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests or Special Membership Interests, as applicable, pursuant to this Section 13.6 and the person or entity to whom such Interests or Special Membership Interests, as applicable, have been Transferred (the "Involuntary Transferee") shall have the obligation to sell such Interests or Special Membership Interests, as applicable, in accordance with this Section 13.6. Upon the Involuntary Transfer of any Interest or Special Membership Interests, as applicable, such Management Member, Outside Investor Member or Other Investor Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests and Special Membership Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interests or Special Membership Interests, as applicable, and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests or Special Membership Interests, as applicable, over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. For purposes of this Agreement, "Carrying Value", with respect to any outstanding Special Membership Interest, means the value equal to the Special Membership Interest Funds advanced by the applicable selling Management Member, Outside Investor Member or Other Investor Member in respect of any such outstanding Special Membership Interest (plus any portion of accrued and unpaid interest on the applicable pro rata outstanding portion of the Bulk Advances that is allocable to the applicable Member pursuant to Section 10.8), less principal amounts paid to such Member in respect of such Member's Special Membership Interest.

  • Voluntary Transfers 1. Employees may apply for a transfer within the application deadline to any opening posted pursuant to the provisions of Section B of this Article. Prior to April 1, of the school year, employees may also apply for transfer for the following school year even if there are no known openings at the time of application; provided, however, that the application specifies the school(s), grade level(s), and subject area(s) of the positions to which the employee would like to transfer. 2. When an employee wants to transfer, the following procedure shall be followed: a. The employee shall obtain a Transfer Request Form from the Human Resources Office and complete the appropriate section of the form. b. The employee shall then submit the completed Transfer Request Form to the employee’s site administrator for signature and comment. Such signature shall be an acknowledgment that the site administrator has been informed of the employee’s desire for transfer. If a Transfer Request Form is submitted in connection with a particular vacancy or for the purpose of specifying interest in a position if one should become vacant, the employee shall be notified that the form has been received. Transfer forms received directly in the Human Resources department will be date stamped with a copy provided to the employee. If the form is submitted electronically, they will receive an email acknowledgement. c. The Human Resources Office shall furnish the site administrator of the work site where a specific vacancy exists with the name(s) and present assignment(s) of employee(s) applying for the vacancy. That site administrator shall interview each employee requesting the transfer, and then shall make a recommendation to the Assistant Superintendent, Human Resources. 3. When, as reasonably determined by the District, the qualifications of candidates for a particular position are equal, present employees shall be given preference over non-employees and the present employees with the greatest seniority shall be given preference over the other present employees. 4. When a transfer request is denied, the District shall notify the employee whose transfer request was denied. The Assistant Superintendent, Human Resources, upon written request of the employee, shall meet with the employee and explain the specific reason(s) for the denial. A representative of the Association may be present at this meeting if requested by the employee, and another representative of the District may be present at this meeting if requested by the Assistant Superintendent, Human Resources. 5. Filing a request for transfer shall be without prejudice to the employee in the employee's present position.

  • Termination Upon Sale Notwithstanding anything to the contrary contained herein, a Party may terminate its obligations under this Agreement as to a specific operating area or portion thereof if such Party sells or otherwise transfers the area or portion thereof to a non-Affiliate in compliance with the terms and conditions of this Agreement. The selling or transferring Party shall provide the other Party with at least sixty (60) Days prior written notice of such termination, which shall be effective on the date specified in the notice. Notwithstanding termination of this Agreement as to a specific operating area, this Agreement shall remain in full force and effect in the remaining operating areas.

  • Termination Upon Repurchase or Liquidation of All Mortgage Loans. ....................................................................................147 SECTION 9.02

  • Taxation upon Exercise of Option Optionee understands that, upon exercise of this Option, Optionee will recognize income, for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Optionee’s then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to cover such liability as a condition of the exercise of this Option.

  • Termination Upon Notice Following thirty (30) days’ written notice, the State Entity may terminate the Contract in whole or in part without the payment of any penalty or incurring any further obligation to the Contractor. Following termination upon notice, the Contractor shall be entitled to compensation, upon submission of invoices and proper proof of claim, for goods and services provided under the Contract to the State Entity up to and including the date of termination.

  • VOLUNTARY TRANSFERS AND REASSIGNMENTS 12.3.1 A listing of tentative vacancies for which the District will interview shall be posted annually in each school on or about March 30 and April 15. The transfer or reassignment closing date will be April 30. Those employees applying within this window shall receive placement prior to consideration of outside applicants.

  • Repurchase at Option of Holders Upon a Fundamental Change (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of the Notes to be repurchased pursuant to this Article XIV. (b) Repurchases of Notes under this Section 14.01 shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached to this Indenture as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date (subject to postponement to comply with changes in applicable law after the date of this Indenture); and (ii) delivery of the Notes to be repurchased, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state: (iii) the certificate numbers of the Notes to be delivered for repurchase; (iv) the portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and (v) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture. Notwithstanding anything to the contrary in the two preceding sentences, if the Notes are Global Notes, then the Holder must instead comply with the applicable Depositary procedures to exercise the Fundamental Change repurchase right. Notwithstanding anything in this Indenture to the contrary, a Holder that has exercised its Fundamental Change repurchase right with respect to any Note may withdraw such exercise in accordance with Section 14.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof or any corresponding exercise or withdrawal pursuant to the applicable Depositary procedures. (c) On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a written notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the effective date of the Fundamental Change; (iii) the last date on which a Holder may exercise the repurchase right pursuant to this Article XIV; (iv) the Fundamental Change Repurchase Price; (v) the Fundamental Change Repurchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) if applicable, the Conversion Rate and any adjustments to the Conversion Rate as a result of the Fundamental Change; (viii) that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; and (ix) the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 14.01. At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. (d) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been canceled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

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