Permitted Designee Sample Clauses

Permitted Designee. (a) Any right of a Member under this Agreement to acquire additional Units may be exercised, at the option of the Member, by a Permitted Designee of such Member, subject to the remainder of this Section 7.11 and the limit on the applicable Equityholder Group’s Maximum Number of Holders under Section 8.1(a). If a Member desires for a Permitted Designee to acquire Units in lieu of the Member, the Member will notify the Managing Member in writing. As a condition to such acquisition, the Member will cause the Permitted Designee to execute and deliver to the Managing Member and each other Member an Assignment and Assumption Agreement in the form attached as Exhibit D, and upon consummation of the acquisition of Units, the Permitted Designee will be a Member and will be subject to all rights and obligations of a Member owning the acquired Units under this Agreement. (b) Except as provided in Section 8.12, before any Permitted Designee ceases to qualify as a Permitted Designee of the relevant Member, it will Transfer full legal and beneficial ownership of its Units to the relevant Member or, subject to this Section 7.11, another Permitted Designee of the relevant Member. If such Transfer is not made in accordance with the immediately preceding sentence, then in addition to all other remedies available at law or in equity, any shares of Class B Common Stock held by such non-qualifying Permitted Designee will be immediately redeemed by the Company for their Par Value per share in accordance with the terms of the Equityholders’ Agreement and the Charter.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Permitted Designee. (i) Subject to the prior written approval of MCC, the Government may designate one or more entities to implement and perform some or all of the Government’s obligations or to exercise any rights of the Government under this Agreement (each such entity, a “Permitted Designee”), provided that such a designation will not relieve the Government of any obligations and rights under this Agreement, for which the Government will retain full responsibility. (ii) The Government intends to establish a Permitted Designee in accordance with the “Guidelines for Accountable Entities and Implementation Structures” provided by MCC or posted on the MCC Website (“MCA-Mongolia,” or such other name as the Government may choose and MCC may approve). The Government hereby designates the National Secretariat for Development of the Second Compact Agreement between the Government of Mongolia and the US Millennium Challenge Corporation (the “National Secretariat”) to manage the implementation of the Activities, including entering into and managing the Government Service Provider Contracts until such time as MCA-Mongolia: (A) is formed, (B) is approved by MCC to perform the functions and responsibilities herein, and (C) executes this Agreement. MCC hereby acknowledges and consents to the designation of the National Secretariat as contemplated by this Section 4.2(b)(ii). The Government hereby confirms to MCC that the National Secretariat has the authority to enter into obligations and act on behalf of the Government with regard to all Activities.
Sample 1
Permitted Designee. MCA-Cape Verde shall be a Permitted Designee, responsible for the oversight and management of the implementation of the Compact.
Sample 1Sample 2
Permitted Designee. (i) Subject to the prior written approval of MCC, the Government may designate one or more entities to implement and perform some or all of the Government’s obligations or to exercise any rights of the Government under this Agreement (each such entity, a “Permitted Designee”), provided that such a designation will not relieve the Government of any obligations and rights under this Agreement, for which the Government will retain full responsibility. (ii) The Government established the Millennium Development Authority (“MiDA”) under Act 702 and 709 (Amended) as an Accountable Entity and Permitted Designee in accordance with the “Guidelines for Accountable Entities and Implementation Structures” provided by MCC or posted on the MCC Website. The Government hereby designates MiDA to perform the functions and responsibilities herein, and the Ministry to execute this Agreement. MCC hereby acknowledges and consents to the designation of the Ministry and MiDA as contemplated by this Section 2.2(b)(ii).
Sample 1
Permitted Designee. Subject to the prior written approval of MCC, the Government may designate one or more entities to implement and perform some or all of the Government’s obligations or to exercise any rights of the Government under this Agreement (each such entity, a “Permitted Designee”), provided that such a designation will not relieve the Government of any obligations and rights under this Agreement, for which the Government will retain full responsibility. (i) The Government hereby designates the Ministry to manage the implementation of the Activities. The Government hereby confirms to MCC that the Ministry has the authority to enter into obligations and act on behalf of the Government with regard to all Service Provider Contracts. MCC hereby acknowledges and consents to the designation of the Ministry as contemplated by this Section 2.2(b)(i). (ii) The Government intends to establish an accountable entity that will implement the programs under the Compact and such entity shall be thereafter referred to as “MCA-Georgia.” Upon establishment of MCA-Georgia, the Government will authorize MCA- Georgia to act on behalf of the Government and will promptly take all necessary or appropriate actions to enable MCA-Georgia to carry out the Government’s obligations or exercise rights of the Government hereunder, as applicable, and which will include an assignment of the rights previously designated to the Ministry or any other Permitted Designee. The “Accountable Entity” referenced in the “Accountable Entity Guidelines” provided by MCC or posted on the MCC Website (the “MCC Governance Guidelines”) will be deemed to refer to MCA-Georgia, and all obligations assigned to the “Accountable Entity” in the MCC Governance Guidelines will be obligations of MCA-Georgia.
Sample 1
Permitted Designee. Each of the Ministry, on behalf of the Government, MCA- Vanuatu and MCC acknowledges that MCA-Vanuatu has been designated by the Government as a Permitted Designee, as described in Section 3.2(c) of the Compact.
Sample 1
Permitted Designee. Notwithstanding anything contained herein, the Company shall, upon written request of the original Holder to be delivered to the Company on or before April 15, 2004, permit the original Holder to transfer this Warrant in whole or in part to officers and employees of the original Holder (collectively, “Permitted Designees”) who shall thereafter be bound by the terms of this Warrant; provided, however, the Company shall not be required to issue such Warrants to any person who is not an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”) or who has not executed and delivered an Investor Representation Letter and an Investor Questionnaire in form and substance reasonably satisfactory to the Company.
Sample 1
AutoNDA by SimpleDocs
Permitted Designee. Purchaser shall have the right, in its sole and absolute discretion, on or before the Closing Date, to designate one or more designees (chosen in Purchaser’s sole and absolute discretion) that as of the Closing Date, will, in accordance with this Amendment, the Purchase Agreement and the Assignment and Consent Agreement, become the title holder to all or any part of the Property (as determined by Purchaser in its sole and absolute discretion) (each such designee, a “Permitted Designee”). Purchaser shall cause its Permitted Designee to comply with all terms and conditions of the Purchase Agreement (as amended by this Amendment) applicable to such Permitted Designee.
Sample 1
Permitted Designee. (i) Subject to the prior written approval of MCC, the Government may designate one or more entities to implement and perform some or all of the Government’s obligations or to exercise any rights of the Government under this Agreement (each such entity, a “Permitted Designee”), provided that such a designation shall not relieve the Government of any obligations and rights under this Agreement, for which the Government shall retain full responsibility. (ii) The Government intends to establish a Permitted Designee in accordance with the “Guidelines for Accountable Entities and Implementation Structures” provided by MCC or posted on the MCC Website (“MCA-Sierra Leone,” or such other name as the Government may choose and MCC may approve). The Government hereby designates the Sierra Leone Compact Development Unit (“SLCDU”) under the auspices of the Office of the Vice President, to manage the implementation of the Activities, including entering into and managing the Government Service Provider Contracts until such time as MCA-Sierra Leone: (A) is formed,
Sample 1

Related to Permitted Designee

  • Sole purpose of the Concessionaire The Concessionaire having been set up for the sole purpose of exercising the rights and observing and performing its obligations and liabilities under this Agreement, the Concessionaire or any of its subsidiaries shall not, except with the previous written consent of the Authority, be or become directly or indirectly engaged, concerned or interested in any business other than as envisaged herein.

  • Permitted Debt Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"): (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any time.

  • Permitted License Transfers As Licensee’s business operations may be altered, expanded or diminished, licenses granted hereunder may be transferred or combined for use at an alternative or consolidated site not originally specified in the license, including transfers between Agencies (“permitted license transfers”). Licensee(s) do not have to obtain the approval of Contractor for permitted license transfers, but must give thirty (30) days prior written notice to Contractor of such move(s) and certify in writing that the Product is not in use at the prior site. There shall be no additional license or other transfer fees due Contractor, provided that: i) the maximum capacity of the consolidated machine is equal to the combined individual license capacity of all licenses running at the consolidated or transferred site (e.g., named users, seats, or MIPS); or ii) if the maximum capacity of the consolidated machine is greater than the individual license capacity being transferred, a logical or physical partition or other means of restricting access will be maintained within the computer system so as to restrict use and access to the Product to that unit of licensed capacity solely dedicated to beneficial use for Licensee. In the event that the maximum capacity of the consolidated machine is greater than the combined individual license capacity of all licenses running at the consolidated or transferred site, and a logical or physical partition or other means of restricting use is not available, the fees due Contractor shall not exceed the fees otherwise payable for a single license for the upgrade capacity.

  • 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.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • 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.

  • Permitted Disclosures Each Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

  • Permitted Disclosure A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Services.

  • Permitted Transferees (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner. (b) Unless and until admitted as a substitute Limited Partner pursuant to Section 7.3, a transferee of a Limited Partner’s Partnership Group Interests or Class B Units, in whole or in part, shall be an assignee with respect to the Transferred Partnership Interest comprising the Transferred part of such Partnership Group Interests or Class B Units and shall not be entitled to become, or to exercise the rights of, a Limited Partner, including the right to vote, the right to require any information or accounting of the Partnership’s business, or the right to inspect the Partnership’s books and records. Such transferee shall only be entitled to receive, to the extent of the Partnership Interests Transferred to such transferee, the share of distributions and profits to which the transferor would otherwise be entitled with respect to the Transferred Partnership Interest. Subject to the provisions of Section 6.1(b), the transferor shall have the right to vote such Transferred Partnership Interest until the transferee is admitted to the Partnership as a substitute Limited Partner with respect to the Transferred Partnership Interest.

  • Dispositions Not Authorized No Grantor is authorized to sell or otherwise dispose of the Collateral except as set forth in Section 4.1.5 hereof and notwithstanding any course of dealing between any Grantor and the Administrative Agent or other conduct of the Administrative Agent, no authorization to sell or otherwise dispose of the Collateral (except as set forth in Section 4.1.5 hereof) shall be binding upon the Administrative Agent or the Secured Parties unless such authorization is in writing signed by the Administrative Agent with the consent or at the direction of the Required Lenders.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!