Other Conditions to Transfer Sample Clauses

Other Conditions to Transfer. In addition to the consent requirement set forth in Section 7.1, no Person not then a Member shall become a Member as a result of any Transfer, including any Transfer as a matter of law, unless such Person shall expressly assume and agree to be bound by all of the terms and conditions of this Agreement, including the applicable Series Designation. Any Transfer of an Interest in the Company with respect to any Series shall not be effective until the Transferor: (a) pays the Company’s and the relevant Series’ expenses (including attorneys’ fees) in connection with such Transfer, (b) executes and delivers such other documents or instruments that the Manager may deem necessary or desirable in connection with the Transfer, and (c) at the request of the Manager, delivers to the Company an opinion, satisfactory in form and substance to the Manager, from counsel satisfactory to the Manager, to the effect that such transaction will not result in:
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Other Conditions to Transfer. In addition to the consent requirement set forth in Sec 7.2, the Manager also may require a Member seeking to effect a Transfer to provide the following: (i) a written acknowledgement, executed by the Transferee, that such Transferee will be bound by and subject to the terms and conditions of this Agreement; and (ii) all other documents or instruments that the Manager may deem necessary or desirable in connection with the Transfer, including an opinion of counsel satisfactory to the Manager concerning securities, tax, and/or regulatory matters.
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Other Conditions to Transfer. Any Person (other than Xxxxxx and TCI) to ---------------------------- whom TCI Shares are permitted by this Article III to be Transferred must (except in the case of a Transfer of Shares pursuant to Section 3.2(g)), prior to such Transfer, agree in writing to be bound by the terms of this Agreement as a member of the Shareholder Group if such Person is not already a party hereto. No member of the Shareholder Group will make any Transfer of TCI Shares that would violate U.S. federal or state securities laws.
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Other Conditions to Transfer. Subject to Section 4.3, you must apply for our consent by submitting notice of the pending transfer, with a complete application, signed by you and by the proposed transferee, at least 60 days before the proposed transfer date. We may withhold consent unless (i) you pay all amounts you owe to us or our affiliates or to your suppliers; (ii) you (or the transferee) repair or upgrade the Dealership's facility, fixtures, equipment and signage to then current System standards; (iii) you pay us a transfer fee of $1,500.00; and (iv) the transferee (and manager(s)) successfully meet our qualification requirements and the requirements for training as specified in the Manual(s).
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Other Conditions to Transfer. In the event any Shareholder (the “Transferring Shareholder” is permitted to transfer all or any part of its interest in the JV as provided above, the other Shareholder (the “Non-Transferring Shareholder”) shall have the right to require the Person purchasing such interest (the “Acquiror”) to also purchase the entire interest of the Non-Transferring Shareholder in the JV on the same terms and conditions as the Transferring Shareholder transfers its interest in the JV to the Acquiror. In the event of a Transfer by the Transferring Shareholder and the Non-Transferring Shareholder does not exercise its right to require the Acquiror to purchase the Non-Transferring Shareholder’s interest in the JV, the Acquiror shall agree as a condition to the effectiveness of such Transfer in a written agreement in form and substance satisfactory to the Non-Transferring Shareholder (an executed copy of which shall be delivered to the Non-Transferring Shareholder) to assume and agree to be bound by the obligations of the Transferring Shareholder set forth in this Agreement. No assignment by any Party shall relieve such Party from any of its obligations hereunder.
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Other Conditions to Transfer. Any Person (other than Xxxxxx) to whom ---------------------------- Liberty Shares are permitted by this Article III to be Transferred must (except in the case of a Transfer of Shares pursuant to Section 3.2(g)), prior to such Transfer, agree in writing to be bound by the terms of this Agreement as a member of the Stockholder Group if such Person is not already a party hereto and all references to the "Stockholder Group" in this Agreement will be deemed to include the Transferee with respect to any Liberty Shares that are Transferred to such Transferee. No member of the Stockholder Group will make any Transfer of Liberty Shares that would violate U.S. federal or state securities laws.
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Other Conditions to Transfer. (a) Upon a permitted Sale of all or any portion of a Selling Stockholder’s Shares effected in compliance with the terms of this Agreement, the transferee of the Shares shall become subject to all of the obligations applicable to the Selling Stockholder specified in this Agreement.
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Other Conditions to Transfer. In the event any Shareholder (the “Transferring Shareholder” is permitted to transfer all or any part of its interest in the JV as provided above, the other Shareholder (the “Non-Transferring Shareholder”) shall have the right to require the Person purchasing such interest (the “Acquiror”) to also purchase the entire interest of the Non-Transferring Shareholder in the JV on the same terms and conditions as the Transferring Shareholder transfers its interest in the JV to the Acquiror. In the event of a Transfer by the Transferring Shareholder and the Non-Transferring Shareholder does not exercise its right to require the Acquiror to purchase the Non-Transferring Shareholder’s interest in the JV, the Acquiror shall agree as a condition to the effectiveness of such Transfer in a written agreement in form and substance satisfactory to the Non-Transferring Shareholder (an executed copy of which shall be delivered to the Non-Transferring Shareholder) to assume and agree to be bound by the obligations of the Transferring Shareholder set forth in this Agreement. No assignment by any Party shall relieve such Party from any of its obligations hereunder. Section 8.03 Termination in Connection with an IPO. In the event JVCO consummates an initial public offering, the foregoing restrictions on transfer (other than restrictions on transfers to persons that would result in a violation of the non-competition provisions if such person, together with its affiliates, would own more than10% of the outstanding shares of JVCO) shall terminate. However, each Shareholder shall, if requested by the managing underwriter of such public offering, agree with such managing underwriter not to sell or otherwise transfer any of its shares in JVCO for a period of up to 180 days (as requested by the managing underwriter) following the effective date of such initial public offering (or, if applicable, the effective date of a registration statement with respect to such public offering) and will comply with the relevant requirements of the rules and regulations of the stock exchange upon which such initial public offering is effected relating to the disposition of shares by the Shareholders. Section 8.04
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Related to Other Conditions to Transfer

  • Conditions to Transfer Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (i) an investment covenant signed by the proposed transferee, (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth herein on the certificate or certificates representing the securities acquired by such transferee, (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iv) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph.

  • Other Conditions v1.10 Questions? xxxxxxxxxxxx@xxxxxxxxx.xxx or +0-000-000-0000 (toll free in the US) or

  • Further Conditions Seller shall deliver to Buyer full and complete possession of the property, subject to the Permitted Exceptions. Absolutely no access to the Property prior to Closing is allowed without Seller’s advance written authorization and upon execution of an appropriate waiver of liability. Neither Buyer nor any of its representative, agents or contractors shall be deemed an invitee of the Property by virtue of this Agreement, the Property Data or the offering of the Property for sale. Further, no invasive environmental tests shall be performed by any Buyer without Seller’s advance written consent.

  • FURTHER CONDITIONS OF THE INVESTOR'S OBLIGATION TO PURCHASE The obligation of the Investor hereunder to purchase Shares is subject to the satisfaction, on or before each Closing Date, of each of the following conditions set forth below.

  • CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE The obligation of each Buyer hereunder to purchase the Notes and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:

  • CONDITIONS TO GRANT TO HAVE AND TO HOLD the above granted and described Property unto and to the use and benefit of Lender, and the successors and assigns of Lender, forever; PROVIDED, HOWEVER, these presents are upon the express condition that, if Borrower shall well and truly pay to Lender the Debt at the time and in the manner provided in the Note and this Security Instrument, shall well and truly perform the Other Obligations as set forth in this Security Instrument and shall well and truly abide by and comply with each and every covenant and condition set forth herein and in the Note, these presents and the estate hereby granted shall cease, terminate and be void.

  • Conditions to Investor’s Obligation to Purchase The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:

  • CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE The obligation of Buyer to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in their sole discretion:

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

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