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. A Transfer of any portion of ----------------- Station Partners' Company 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. A Transfer of any portion of such ----------------- Stockholder's Company 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 the provisions of Section 3.3.9.
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. 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. Except as provided in Sections 3.3(c)(i), 12.1, 12.2(e)(i), and 12.12, under no circumstance may a Member Transfer some but not all of its Membership Interest to any transferee. If a Transfer of one Member’s Membership Interest is made to the other two Members pursuant to any of Sections 3.3(c)(i), 12.1, 12.2(e)(i), and 12.12, then, following such Transfer: (i) for purposes of Section 6.5 of this Agreement, any decision to exercise or enforce any rights of the Company against any one of the two remaining Members may be made by the Member Representative of the other remaining Member; provided, that the Member Representative of the Member against which exercise or enforcement is sought shall be given notice of, and shall be entitled to attend, any meeting where such decisions are made; and (ii) except as provided in clause (i) of this Section 12.3, the unanimous vote of the Governance Board shall be required for all matters reserved to the Governance Board, including, for the avoidance of doubt, all matters described on Part II of Schedule 6.4.
Partial Transfers. Except as otherwise expressly permitted in Section 13.3 (
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. An Owner may not Transfer less than one hundred percent (100%) of its Ownership Percentage unless the Transfer is a Permitted Transfer pursuant to Section 10.2.1 (Transfer to Affiliate(s)), 10.2.4 (Transfer to a Third Party), 10.2.5 (Management Committee Approval) or 10.2.7 (Freeze). In connection with any such Transfer to a Third Party, the Third Party transferee will not be entitled to appoint an Owner Representative or an Alternate to the Management Committee, as provided in Section 3.2.3; however, there shall be no limitation on the right of the transferring Owner to agree to any voting provisions with the Third Party transferee as the transferring Owner deems to be appropriate.
