Procedure for Transfers. The district has the right to hire and assign employees to any position and may hire and assign from outside the present employees, however, if more than one employee applies for the same opening under the above conditions, and in the sole, exclusive, and final judgment of the district, the employees’ qualifications are equal, the employee with the greatest district seniority shall have priority.
Procedure for Transfers. (a) Subject to the conditions set out in Clause 24.3 (Conditions of Transfer) and Clause 36.5 (Replacement of a Lender), a transfer by novation is effected in accordance with paragraph (e) below when the Agent executes an otherwise duly completed Transfer Certificate executed and delivered to it by the Existing Lender and the New Lender.
(b) The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt of a duly completed Transfer Certificate which appears on its face to comply with the terms of this Agreement and appears to be delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and record the transfer in the Register. 120 Project Meria: Senior Facilties Agreement
(c) The Agent shall only be obliged to execute a Transfer Certificate delivered to it in accordance with the provisions of this Clause 24.7 once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(d) Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Agent to execute any duly completed Transfer Certificate on its behalf.
(e) On the Transfer Date:
(i) to the extent that in such Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, the Borrower and such Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (such rights and obligations being referred to in this Clause 24.7 as "discharged rights and obligations");
(ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as the Borrower and that New Lender have assumed and/or acquired the same in place of the Borrower and such Existing Lender;
(iii) the Agent, the Mandated Lead Arrangers, the New Lender and the other Finance Parties shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such New Lender been an Original Lender with the rights, benefits and...
Procedure for Transfers. Subject in all events to the general restrictions on Transfers contained in Sections 10.1 and 10.2, a Member may Transfer all or any part of his or its Units in accordance with this Section 10.3.
Procedure for Transfers. Subject in all events to the general restrictions on transfers contained in Sections 11.1 and 11.2, a Person may Transfer all or any part of its Economic Interest in the Company in accordance with this Section 11.3.
(a) No Transfer may be completed until the prospective transferee executes and delivers to the Company and the other Members an agreement to be bound by this Agreement in form and substance reasonably acceptable to the Board. In addition, the Board may require the
(i) ensure that such transferee will become an Economic Owner;
(ii) preserve the Company after the completion of such sale, transfer, assignment, or substitution under the laws of each jurisdiction in which the Company is qualified, organized or does business;
(iii) maintain the status of the Company as a corporation for federal income tax purposes; and
(iv) assure compliance with any applicable state and federal laws including securities laws and regulations. Each Member agrees that, if it is a transferor, upon request of the Board it shall indemnify the Company and the remaining Members against any and all loss, damage, or expense (including, without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as a result of any Transfer or purported Transfer in violation of this Section 11.
(b) In connection with the Transfer of any Restricted Securities, the holder thereof will deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer. In addition, if the holder of such Restricted Securities delivers to the Company an opinion of such counsel that no subsequent Transfer of such Restricted Securities will require registration under the Securities Act, the Company will promptly upon such contemplated Transfer deliver new certificates or instruments, as the case may be, for such Restricted Securities which do not bear the restrictive legend relating to the Securities Act as set forth below. If the Company is not required to deliver new certificates or instruments, as the case may be, for such Restricted Securities not bearing such legend, the holder thereof will not Transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 11.3.
Procedure for Transfers. A transfer and/or assignment may be effected if the Existing Bank and the New Bank deliver to the Agent a duly completed certificate, substantially in the form of Schedule C (a "TRANSFER CERTIFICATE").
Procedure for Transfers. (A) No Limited Partner (the “Selling Partner”) may, except as allowed under Section 5.1(a)(ii), sell, assign, pledge, or otherwise transfer his Partnership interest without the approval of the General Partner.
Procedure for Transfers. Subject in all events to the general restrictions on Transfers contained in Sections 10.1 and 10.2, a Member may Transfer all or any part of his or its Units in accordance with this Section 10.3. No Transfer of Unit(s) may be completed until the prospective transferee is admitted as a Member of the Company by executing and delivering to the Company a written undertaken to be bound by the terms and conditions of this Agreement substantially in the form of Exhibit A hereto. Upon the amendment of the Member Schedule by the Company and the satisfaction of any other applicable conditions, such prospective transferee shall be admitted as a Member and deemed listed as such on the books and records of the Company and thereupon the Company shall reissue the applicable Units in the name of such prospective transferee.
Procedure for Transfers. Shares of Class F Stock which are uncertificated shall be transferred on the books of the Corporation upon presentation at the office of the Secretary of the Corporation (or at such additional place or places as may from time to time be designated by the Secretary of the Corporation) of a written request for transfer in such form as the Corporation requests. Shares of Class F Stock represented by certificates shall be transferred on the books of the Corporation, and a new certificate therefor issued, upon presentation at the office of the Secretary of the Corporation (or at such additional place or places as may from time to time be designated by the Secretary of the Corporation) of the certificate for the shares, in proper form for transfer and accompanied by all requisite stock transfer tax stamps.
Procedure for Transfers. (1) In the event that a Party (the "TRANSFERRING PARTY") desires to transfer or otherwise dispose of all or any portion of its Percentage Interest in the Joint Venture (the "INTEREST") (other than pursuant to the provisions of paragraph 2(3) below), it shall first notify the other Party (the "NON-TRANSFERRING PARTY") in writing of (i) its intent to transfer or otherwise dispose of its Interest, (ii) the proposed percentage of the Interest to be transferred or disposed, (iii) the price and principal terms and conditions of the proposed transfer or disposal, and (iv) the identity of the proposed third party transferee (the "NOTICE"). The Non-Transferring Party will have thirty (30) days from the receipt of the Notice to notify the Transferring Party whether they desire to purchase the Interest and, if so, the sale of Interest shall be completed in accordance with the terms and conditions set forth in the Notice within the longer of the period of ninety (90) days after receipt of the Notice or fifteen (15) days after such sale of Interest is duly approved by the Examination and Approval Authority and registered with the Registration Authority. If no response or a negative response is given by the Non-Transferring Party in respect of a proposed transfer within the thirty (30) day period, the Non-Transferring Party shall be deemed to have consented to the proposed transfer or disposal of the Interest between the Transferring Party and the proposed transferee identified in the Notice excluding any third party capable of competing against the Joint Venture. It shall be a condition of the transfer that such transferee shall agree to become party to and to be bound by the terms of this Contract and thereafter any reference to a Party herein shall be deemed to include a reference to such transferee as if named herein as a Party.
(2) In circumstances of a transfer of Interest under paragraph 2(1), the Non-Transferring Party shall be deemed to consent to, and shall cause all of the Directors nominated by it to vote in favor of, any such transfer carried out in accordance with the procedures stipulated herein.
(3) Notwithstanding any other provisions in this Contract or this Appendix, if a Party wishes to transfer all or any part of its portion of its Percentage Interest to an Affiliate, such Party shall notify the other Party in writing, and shall provide documentary evidence of the relationship between the Party proposing the transfer and the relevant Affiliate. The ...
Procedure for Transfers. 32 11.4 Prospective Transferees..........................................33 11.5 Legend...........................................................33 11.6
