Partial Transfers. If there are two (2) or more Class A Members or Class B Members, as the case may be, after any Transfer by a Class A Member or Class B Member of an interest in the Company, then any subsequent consent, approval, vote or other action of “the Class A Member” or “the Class B Members” hereunder (including, without limitation, an amendment of this Agreement pursuant to Section 18.11) shall be validly effected if given or taken, as the case may be, by a majority in interest of the Class A Members or Class B Members as the case may be (based on their Capital Contributions, rights to share in distributions or other factors as the Manager determines, based on the terms of the Transfer, to be appropriate).
Partial Transfers. If there are two (2) or more Class A Members, Class B Members or Class C Members, as the case may be, after any Transfer by a Class A Member, Class B Member or Class C Member of an interest in the Company, then (i) any subsequent allocation, distribution or payment to be made hereunder to "the Class A Member," "the Class B Member" or the "Class C Member," as the case may be (and any subsequent sale to be made pursuant to Section 14.3 by the "Class A Member"), shall be made to or by the Class A Members, Class B Members or Class C Members, as the case may be, in proportions corresponding their relative interests in the Company (based on their Capital Contributions, rights to share in distributions or other factors as the Manager determines, based on the terms of the Transfer, to be appropriate), and (ii) any subsequent consent, approval, vote or other action of "the Class A Member," "the Class B Member" or the "Class C Member" hereunder (including, without limitation, an amendment of this Agreement pursuant to Section 18.11) shall be validly effected if given or taken, as the case may be, by a majority in interest of the Class A Members, Class B Members or Class C Members, as the case may be (based on their Capital Contributions, rights to share in distributions or other factors as the Manager determines, based on the terms of the Transfer, to be appropriate).
Partial Transfers. Assignments Any assignment or transfer by a Bank of part of its Commitment or Outstandings shall be in a minimum amount of (Pounds)10,000,000.
Partial Transfers. (a) If the transferring Party transfers less than all of its interests under this Agreement, the transferring Party and its transferee shall act and be treated as one Party and, for such transfer to be effective, the transferring Party must first deliver to the other Party the agreement in writing of the transferring Party and its transferee in favor of the other Party in which:
(i) as between the transferring Party and the transferee, the one of them who is authorized to act as the sole agent (in this section the “Agent”) on behalf of both of them with respect to all matters pertaining to this Agreement is designated; and
(ii) the transferring Party and its transferee agree between each other and jointly represent and warrant to other Party that:
(1) the Agent has the sole authority to act on behalf of, and to bind, the transferring Party and its transferee with respect to all matters pertaining to this Agreement;
(2) the other Party may rely on all decisions of, notices and other communications from, and failures to respond by, the Agent, as if given (or not given) by both the transferring Party and its transferee; and
(3) all decisions of. notices and other communications from, and failures to respond by, the other Party to the Agent shall be deemed to have been given (or not given) concurrently to the transferring Party and its transferee.
Partial Transfers. A Transfer of any portion of such Stockholder's Company Common Stock pursuant to the express provisions of the demand and piggyback registration rights granted in the Registration Rights Agreement or following an IPO pursuant to Rule 144 of the Securities Act if such Stockholder has complied with provisions of Section 3.3.9.
Partial Transfers. A Transfer of any portion of Station Partners' Company Common Stock pursuant to the express provisions of the demand and piggyback registration rights granted in the Registration Rights Agreement or following an IPO pursuant to Rule 144 of the Securities Act, if Station Partners has complied with the provisions of Section 3.3.9.
Partial Transfers. If an Original Shareholder transfers some (but not all) of the Securities owned by it to a Permitted Transferee:
(a) the Original Shareholder and the Permitted Transferee shall be treated as one Shareholder and their respective Equity Proportions shall be aggregated for all purposes under this Agreement;
(b) the Original Shareholder shall, notwithstanding the transfer, exercise all of the rights of a Shareholder under this Agreement on behalf of itself and the Permitted Transferee and shall be responsible for performing, or procuring the performance of, all the obligations of the Permitted Transferee under this Agreement, and the Original Shareholder and the Permitted Transferee shall be jointly and severally liable in respect of the same; and
(c) all other Shareholders shall be required to deal with, make payments to or accept payments from and deliver notices to or accept notices from only the Original Shareholder on behalf of itself and its Permitted Transferee together in relation to any matter arising under this Agreement.
Partial Transfers. If a Member Transfers less than all of its Membership Interest in the Company or if all or part of the direct or indirect ownership or other interests in a Member are Transferred:
(a) such Member shall continue to be a Member of the Company, shall be solely and fully liable and responsible for all Obligations under the Agreement relating to the Membership Interest that it continues to hold, as well as the Membership Interest that it had Transferred and shall be solely and exclusively entitled to receive the full amount of distributions to which it was originally entitled under this Agreement;
(b) if such Member has the right to vote on Major Decisions, it shall continue to have the sole and exclusive right to approve Major Decisions and to take other actions required or permitted under this Agreement;
(c) any Transferee of a partial Membership Interest from such Member shall not be admitted as or deemed to be a Member of the Company for any purpose;
(d) the Company and the remaining Members shall have no Obligation (including for payment of distributions) to the Transferee from such Member; and
(e) the Transfer shall be required to comply with all applicable requirements and conditions under any Loan Document.
Partial Transfers. Except as otherwise expressly permitted in Section 13.3 (
Partial Transfers. Any transfer by a Lender of part only of its Commitment or Contribution shall be in an amount of not less than $20,000,000 (unless the Agent otherwise agrees) and shall be for the same percentage of its Contribution or Commitment, as the case may be.
