Ownership Transfers Sample Clauses

Ownership Transfers. Upon payment in full as set forth above the Seller will officially transfer ownership and registration of the dog above to the Buyer.
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Ownership Transfers. Except as otherwise expressly provided in this Section 24.3, any dissolution, merger, consolidation, or other reorganization of the corporation which constitutes Tenant, or the sale or other transfer of fifty percent (50%) or more of the corporate stock of the corporation, or the sale of fifty percent (50%) or more of the value of the assets of the corporation, shall be deemed an assignment prohibited by this Article 24 unless Landlord's prior consent is obtained, which consent shall not be unreasonably withheld or delayed provided and on condition that: (i) the principal purpose for such assignment is not the circumventing of the restrictions and limitations contained in this Article 24; (ii) Tenant shall notify Landlord, in writing, of any such proposed assignment not less than twenty (20) days prior to the date on which Tenant proposes to assign its interest in this Lease; (iii) the assignee shall be reputable and shall have in the reasonable judgment of Landlord, sufficient financial worth to perform the obligations of Tenant under this Lease (after consideration of the then net worth of each Person providing a guaranty or surety of this Lease to Landlord) as evidenced by the submission to Landlord of financial and other information regarding the proposed assignee, including, without limitation, its business experience, a current financial statement and such other information as Landlord may reasonably request; (iv) Tenant shall within ten (10) days after an assignment is executed deliver to Landlord a copy of such assignment; (v) such assignee shall execute, acknowledge and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, whereby such assignee shall assume the obligations and performance of this Lease and agree to be personally bound by and upon all of the terms and conditions of this Lease on the part of Tenant to be performed or observed; (vi) each Person providing a guaranty or surety of this Lease to Landlord shall deliver an agreement in form and substance reasonably satisfactory to Landlord reaffirming such Person's obligations and liabilities under its respective agreement, guaranty or surety to Landlord and that such agreement, guaranty or surety remains binding and enforceable against such Person in accordance with its terms; (vii) the assignee shall use and occupy the Premises only for the purposes set forth in this Lease, and for no other purposes, in compliance with the terms and conditions of th...
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Ownership Transfers. As an Account Owner, you may transfer ownership of an Account, without penalty, to another individual or entity to be the Account Owner in the Plan. A transfer of ownership of an Account does not require a change of the Beneficiary. A transfer of ownership of an Account will only be effective if it is irrevocable and transfers all rights, title, interest and power over the Account. A change in ownership of an Account may have negative income or gift tax consequences, so contact your tax advisor before transferring ownership of an Account. To transfer ownership of an Account, complete and submit the requisite online form to Wealthfront or contact Wealthfront at xxxxxxx@xxxxxxxxxxx.xxx or 844-995-8437. Designation of Successor Account Owner You may designate a successor Account Owner (not applicable to trust accounts), to the extent permissible under applicable law, to succeed to all of your rights, title, and interest in an Account (including, without limitation, the right to change the Beneficiary) upon your death. Such designation must either be on the original Account Application or submitted separately online. A successor Account Owner designation is not effective until it is received in Good Order by Wealthfront and processed by the Program Manager. You may revoke or change the designation of a successor Account Owner at any time by completing and submitting the requisite online form to Wealthfront or contacting Wealthfront at xxxxxxx@xxxxxxxxxxx.xxx or 844 995-8437. Please review xxx.xxxxxxxxxxx.xxx/000 or contact Wealthfront at xxxxxxx@xxxxxxxxxxx.xxx or 844-995-8437 for information needed to complete the change of ownership upon succession. You should consult a tax advisor regarding tax issues that might arise on a transfer of Account Ownership by succession. Section 529 generally allows for changes of the Beneficiary without adverse federal income tax consequences, as long as the new Beneficiary is a Member of the Family of the current Beneficiary. In addition, the proposed IRS regulations provide that no federal gift tax or generation-skipping transfer tax will result, as long as the new Beneficiary is of the same generation as the current Beneficiary. Any change of the Beneficiary to a person who is not a Member of the Family of the current Beneficiary is treated as a non-qualified withdrawal subject to applicable federal and state income taxes, as well as the additional 10% federal tax on earnings. To initiate a change of Beneficiary, you may do...
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Ownership Transfers. Each Owner shall be liable for the performance of all covenants, obligations and undertakings that accrue while it has an Ownership Share in a Plant Site. Any Owner may assign its rights under this Agreement at any time in connection with a pledge or the granting of a security interest in, or assigning as collateral, all or any portion of the Owner’s interest in the Project.
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Ownership Transfers. Any proposed sale, transfer or other disposition of a Party’s ownership interest in CGC (whether directly or indirectly and including by means of any merger, consolidation, reorganization or otherwise) (such Party, the "Selling Party") shall be subject to the two-step procedure set forth in this Section (the "Ownership Transfer ROFO" and "Ownership Transfer ROFR", respectively). First Step - Ownership Transfer ROFO Prior to offering its ownership interest to any third party, the Selling Party shall first give notice (the "Offer Notice") to the other Party specifying the price (the "Specified Price") and other terms (the "Specified Terms") at and on which the Selling Party is willing to sell its ownership interest. The non-transferring party shall have the right, for a period of 30 days after receipt of an Offer Notice, to inform the Selling Party in writing of its election to purchase the Selling Party's ownership interest at the Specified Price and on the Specified Terms set forth in the Offer Notice (such notice, the "ROFO Acceptance Notice"). Any ROFO Acceptance Notice, if given, shall be irrevocable. The Parties shall consummate the sale and transfer of the ownership interest no later than 60 days following the delivery of the ROFO Acceptance Notice. If the non-transferring Party does not deliver a ROFO Acceptance Notice, the Selling Party shall be free to offer its ownership interest for sale and transfer to third parties, subject to the right of first refusal described below. Second Step - Ownership Transfer ROFR Prior to closing any proposed sale, transfer or other disposition of its ownership interest with a third party, the Selling Party shall first give notice (the "ROFR Notice") to the other Party specifying the price (the "ROFR Specified Price") and other terms (the "ROFR Specified Terms") at and on which the Selling Party is willing to sell its ownership interest to the third party. The non-transferring party shall have the right, for a period of 30 days after receipt of a ROFR Notice, to inform the Selling Party in writing of its election to purchase the Selling Party's ownership interest at the ROFR Specified Price and on the ROFR Specified Terms set forth in the ROFR Notice (such notice, the "ROFR Acceptance Notice"). Any ROFO Acceptance Notice, if given, shall be irrevocable. The Parties shall consummate the sale and transfer of the ownership interest no later than 60 days following the delivery of the ROFR Acceptance Notice. If the non-tr...
Sample 1
Ownership Transfers. Except as otherwise expressly provided in this Section 24.3, any dissolution, merger, consolidation, or other reorganization of the corporation which constitutes Tenant, or the sale or other transfer of fifty percent (50%) or more of the corporate stock of the corporation, or the sale of fifty percent (50%) or more of the value of the assets of the corporation, shall be deemed an assignment prohibited by this Article
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Ownership Transfers. Each party agrees to take such actions as may be reasonably requested by the other to evidence the transfer of ownership of or license to intellectual property rights described in this Section 7, including but not limited to, the making of further written assignments in a form reasonably requested by the other.
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Ownership Transfers. IPL alone owns and will retain title to all Rented Item(s) at all times. Your only right with respect to the Rented Item(s) is to use it/them in full compliance with this Contract during the Term. You will not grant or permit to exist any lien, claim or encumbrance on any Rented Item(s). You may not transfer, sublet or assign any Rented Item(s) or this Contract without IPL’s prior written consent.
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Related to Ownership Transfers

  • Ownership and Transfer of Shares The Trust or a transfer or similar agent for the Trust shall maintain a register containing the names and addresses of the Shareholders of each Series and Class thereof, the number of Shares of each Series and Class held by such Shareholders, and a record of all Share transfers. The register shall be conclusive as to the identity of Shareholders of record and the number of Shares held by them from time to time. The Trustees may authorize the issuance of certificates representing Shares and adopt rules governing their use. The Trustees may make rules governing the transfer of Shares, whether or not represented by certificates. Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust's transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence or the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees or contained in the By-laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.

  • 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.

  • Exempt Transfers 12.1 Subject to the requirements of applicable Laws, the restrictions under Section 8 and the right of first refusal and right of co-sale under Section 9 and Section 10 shall not apply to (a) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO; and (b) Transfer of any Equity Securities of the Company now or hereinafter held by the Principal or the Ordinary Shareholder to the Principal’s another wholly owned entity or to a trustee, executor, or other fiduciary for the benefit of the Principal or the Principal’s any wholly owned entity or his spouse and lineal descendants (whether natural or adopted), brother, sister, parent for bona fide estate planning purposes (each such transferee pursuant to subsection (b) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Regulations, (ii) the Principal shall remain liable for any breach by such Permitted Transferee of any provision hereunder; (iii) if any Permitted Transferee which received Equity Securities of the Company pursuant to this Section 12.1(b) ceases to be a Permitted Transferee for any reason, it shall immediately Transfer back to the applicable transferor from which it received the Equity Securities of the Company transferred to it pursuant to this Section 12.1(b) and (iv) adequate documentation therefor is provided to the Company and each such Permitted Transferee shall execute a joinder agreement in substantially the form attached hereto as Exhibit A assuming the obligations of such Ordinary Transferor under this Agreement and be bound by the terms of the Amended M&AA as the “Ordinary Shareholder” (if not already a Party hereto) upon and after such Transfer, with respect to the transferred Equity Securities; and (c) any Transfer of the Equity Securities of the Company by an Investor to any of its Affiliate; provided that (x) the transferees of such Transfer shall not be a Competitor or an Affiliate of any Competitor (provided that (A) GS shall be permitted to Transfer all or any of the Equity Securities of the Company held by it to any of the GS Controlled Affiliates, (B) Carlyle shall be permitted to Transfer all or any of the Equity Securities of the Company held by it to any of the Carlyle Controlled Affiliates and (C) Cathay shall be permitted to Transfer all or any of the Equity Securities of the Company held by it to any of the Cathay Controlled Affiliates); (y) if any transferee of such Transfer which received Equity Securities of the Company pursuant to this Section 12.1(c) ceases to be an Affiliate of such Investor for any reason or becomes a Competitor or an Affiliate of any Competitor (or in the case where the transferee is a GS Controlled Affiliate or a Carlyle Controlled Affiliate or a Cathay Controlled Affiliate, if it ceases to be a GS Controlled Affiliate or a Carlyle Controlled Affiliate or a Cathay Controlled Affiliate, as applicable, for any reason), it shall immediately Transfer back to the applicable transferor from which it received the Equity Securities of the Company transferred to it pursuant to this Section 12.1(c) and (z) the transferees of such Transfer shall execute and deliver a joinder agreement in substantially the form attached hereto as Exhibit A to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as the “Investor” (if not already a Party hereto) upon and after such Transfer. 12.2 All transfer restrictions provided in this Agreement with respect to a Transfer of Equity Securities of the Company by the Investors (including Section 8.2) shall cease to apply in the event that the Company fails to pay the applicable redemption price pursuant to Article 8.4 of the Amended M&AA and which is not cured after 30 days’ written notice of such breach delivered by an Investor to the Company. 12.3 Sections 8 through 11 shall not apply to any Transfer of any Equity Securities pursuant to any enforcement of security under any Facility Document or to any creation of security under any Facility Document; provided, however, that any transferee of such Equity Securities shall execute and deliver a joinder agreement in substantially the form attached hereto as Exhibit A to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as the “Ordinary Shareholder” (if not already a Party hereto) upon and after such Transfer. Notwithstanding anything to the contrary herein, this Section 12.3 may be further amended in respect of Sections 8 through 11 in connection with the negotiation of any Facility Document with the written consent of Majority Series A-1 Preferred Holders and the Company and the Parties shall procure any required alteration to the Amended M&AA to give effect to any such amendment.

  • 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.

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

  • Returned Transfers In using the Account to Account Transfer Service, you understand transfers may be returned for various reasons such as, but not limited to, the External Account number is not valid. We will use reasonable efforts to research and correct the transfer to the intended Account or void the transfer and credit your Account from which you attempted to transfer funds. You may receive notification from us.

  • Ownership Rights Nothing contained in this Agreement shall be construed as (a) establishing or granting to Registry Operator any property ownership rights or interests of Registry Operator in the TLD or the letters, words, symbols or other characters making up the TLD string, or (b) affecting any existing intellectual property or ownership rights of Registry Operator.

  • Restricted Transfers Parties agree that when the transfer of personal data from Customer (as “data exporter”) to Atlassian (as “data importer”) is a Restricted Transfer and Applicable Data Protection Law requires that appropriate safeguards are put in place, the transfer will be subject to the Standard Contractual Clauses, which are deemed incorporated into and form a part of this DPA, as follows: (a) In relation to transfers of Customer Personal Data governed by the EU GDPR and processed in accordance with Section 2.2(a) of this DPA, the EU SCCs will apply, completed as follows: i. Module Two or Module Three will apply (as applicable); ii. in Clause 7, the optional docking clause will not apply; iii. in Clause 9, Option 2 will apply, and the time period for prior notice of Sub-processor changes will be as set out in Section 2.10 of this DPA; iv. in Clause 11, the optional language will not apply; v. in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law; vi. in Clause 18(b), disputes will be resolved before the courts of Ireland; vii. Annex I of the EU SCCs is deemed completed with the information set out in Exhibit A to this DPA, as applicable; and viii. Subject to Section 2.8 of this DPA, Xxxxx XX of the EU SCCs is deemed completed with the information set out in Exhibit B to this DPA; (b) In relation to transfers of personal data governed by the EU GDPR and processed in accordance with Section 2.2(b) of this DPA, the EU SCCs apply, completed as follows: i. Module One will apply; ii. in Clause 7, the optional docking clause will not apply; iii. in Clause 11, the optional language will not apply; iv. in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law; v. in Clause 18(b), disputes will be resolved before the courts of Ireland; vi. Annex I of the EU SCCs is deemed completed with the information set out in Exhibit A to this DPA, as applicable; and vii. Subject to Section 2.8 of this DPA, Xxxxx XX of the EU SCCs is deemed completed with the information set out in Exhibit B to this DPA; (c) In relation to transfers of personal data governed by UK Data Protection Law, the EU SCCs: (i) apply as completed in accordance with paragraphs (a) and (b) above; and (ii) are deemed amended as specified by the UK Addendum, which is deemed executed by the parties and incorporated into and forming an integral part of this DPA. In addition, Tables 1 to 3 in Part 1 of the UK Addendum is deemed completed respectively with the information set out in Section 2.9, as well as Exhibits A and B of this DPA; Table 4 in Part 1 is deemed completed by selecting “neither party.” Any conflict between the terms of the EU SCCs and the UK Addendum will be resolved in accordance with Section 10 and Section 11 of the UK Addendum. (d) In relation to transfers of personal data governed by the Swiss FADP, the EU SCCs will also apply in accordance with paragraphs (a) and (b) above, with the following modifications: i. any references in the EU SCCs to “Directive 95/46/EC” or “Regulation (EU) 2016/679” will be interpreted as references to the Swiss FADP, and references to specific Articles of “Regulation (EU) 2016/679” will be replaced with the equivalent article or section of the Swiss FADP; ii. references to “EU”, “Union”, “Member State” and “Member State law” will be interpreted as references to Switzerland and Swiss law, as the case may be, and will not be interpreted in such a way as to exclude data subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs;

  • Employee Transfers In the event an Employee is transferred between Participating Employers, accumulated service and eligibility shall be carried with the Employee involved. No such transfer shall effect a termination of employment hereunder, and the Participating Employer to which the Employee is transferred shall thereupon become obligated hereunder with respect to such Employee in the same manner as was the Participating Employer from whom the Employee was transferred.

  • Restriction on Transfer of Subject Securities Subject to Section 2.3, during the period from the date of this Agreement through the Proxy Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

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