Procedures for Transfer. (a) Notwithstanding anything to the contrary in this Agreement, (i) no transferee of any Unit(s) received pursuant to a Transfer (but excluding transferees that were Limited Partners immediately prior to such a Transfer, who shall automatically become a Limited Partner with respect to any additional Units they so acquire) shall become a Limited Partner in respect of or be deemed to have any ownership rights in the Unit(s) so Transferred unless the purported transferee is admitted as a Limited Partner as set forth in Section 11.2(b) and (ii) if requested by the Partnership, no Limited Partner may Transfer any Units (except pursuant to an effective registration statement under the Securities Act or to members of such Limited Partner’s Family Group without consideration (but only if the Partnership has received from the transferor written evidence that is reasonably satisfactory to the Partnership demonstrating that such Transfer is to a member of such Limited Partner’s Family Group without consideration)) without first delivering to the Partnership an opinion of counsel reasonably acceptable in form and substance to the Partnership (which counsel will be reasonably acceptable to the Partnership) that registration under the Securities Act is not required in connection with such Transfer; provided that the Partnership shall only make such request for an opinion of counsel if the Partnership has a reasonable basis to believe that registration under the Securities Act may be required in connection with such Transfer. The Partnership shall modify the Limited Partners Schedule from time to time to reflect the admittance of any such Limited Partner.
(b) Subject in all events to the general restrictions on Transfers contained in Sections 11.1 and 11.3, no Transfer of Unit(s) may be completed to a Person that is not already a Limited Partner until the prospective transferee is admitted as a Limited Partner of the Partnership by executing and delivering to the Partnership a written joinder to this Agreement substantially in the form of Exhibit A hereto. Upon the amendment of the Limited Partners Schedule by the Partnership, such prospective transferee shall be admitted as a Limited Partner and deemed listed as such on the books and records of the Partnership.
Procedures for Transfer. (a) The Board shall cause the Company to modify the Members Schedule from time to time to reflect any Transfer permitted under this Article XI and the admittance of any such new Member.
(b) Subject in all events to the general restrictions on Transfers contained in Sections 11.1, 11.2 and 11.5, no Transfer of Share(s) may be completed to a Person that is not already a Member until the prospective transferee is admitted as a Member of the Company by executing and delivering to the Company a written undertaking to be bound by the terms and conditions of this Agreement substantially in the form of Exhibit B hereto. Upon the amendment of the Members Schedule by the Company, such prospective transferee shall be admitted as a Member and deemed listed as such on the books and records of the Company.
Procedures for Transfer. Subject in all events to the general restrictions on Transfers contained in Sections 11.1, 11.2 and 11.5 and any applicable restrictions in the Members Agreement, a Member may Transfer all or any part of his or its Units in accordance with this Section 11.3.
(i) No transferee of any Unit may be admitted as a Member of the Company until such time as such transferee has executed and delivered to the Secretary a written undertaken to be bound by the terms and conditions of this Agreement substantially in the form of Exhibit A. Upon the amendment of the Members Schedule by the Secretary and the satisfaction of any other applicable conditions set forth in Section 11.3(ii) below, 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. The provisions of this Section 11.3(i) shall not apply with respect to the Transfer of any Unit to a transferee that is a Member immediately prior to such Transfer.
(ii) Unless such delivery is waived by the Company, no Member may Transfer any Restricted Securities (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel will be reasonably acceptable to the Company) that registration under the Securities Act is not required in connection with such Transfer. If such opinion of counsel states that no subsequent Transfer of such Restricted Securities will require registration under the Securities Act, the Company will promptly upon such Transfer deliver new certificates for such securities which do not bear the Securities Act legend set forth in Section 11.4(b).
Procedures for Transfer. (1) The Parties shall inform sentenced persons of their right to transfer under this Agreement. If a sentenced person wishes to be transferred, he or she may express such a wish to either Party which shall so inform the other Party in writing.
(2) A request for transfer may be made by the transferring Party or the receiving Party to the other Party. Each Party shall promptly inform the other Party of its decision whether to agree to a request for transfer.
(3) Requests for transfer shall be in writing and shall include the following information:
(a) the name, date and place of birth of the sentenced person;
(b) a statement indicating the citizenship, nationality, or residence status of the sentenced person; and
(c) the location of the sentenced person and permanent address, if available.
(4) Where a request for transfer has been made, the transferring Party shall, to the extent practicable, provide the receiving Party with the following information in writing:
(a) a statement of the facts upon which the conviction and sentence were based and the text of the legal provisions creating the offence;
(b) the nature and duration of the sentence, the termination date of the sentence, if applicable, and the length of time already served by the sentenced person and any remission to which he or she is entitled on account of work done, good behaviour, pre-trial confinement or other reasons;
(c) a copy of the certificate or record of conviction and sentence.
(5) Either Party shall, to the extent practicable, provide the other Party, if it so requests, with any relevant information, documents or statements before making a request for transfer or taking a decision on whether to agree to the transfer. In this regard, the receiving Party shall advise the transferring Party whether it intends to adapt the sentence in accordance with Article 8(3).
(6) Delivery of the sentenced person by the authorities of the transferring Party to those of the receiving Party shall occur on a date and at a place within the jurisdiction of the transferring Party agreed upon by both Parties.
(7) The Parties shall inform the sentenced person in writing of any action taken by the transferring Party or the receiving Party under the preceding paragraphs of this Article.
Procedures for Transfer. Stockholder will not sell, transfer, ----------------------- exchange, pledge or otherwise dispose of, or make any offer or agreement relating to any of the foregoing with respect to, any Restricted Securities, or any option, right or other interest with respect to any Restricted Securities, unless: (i) such transaction is permitted pursuant to Rule 144; (ii) counsel representing Stockholder shall have advised Asymetrix in a written opinion letter reasonably satisfactory to Asymetrix and Asymetrix's legal counsel, and upon which Asymetrix and its legal counsel may reasonably rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition of Restricted Securities; or (iii) a registration statement under the Securities Act covering the Restricted Securities proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the SEC and be effective under the Securities Act.
Procedures for Transfer. 38 11.3 Tag-Along Rights.............................................................................................. 39 11.4 Legend............................................................................................................... 40 11.5 Limitations ........................................................................................................ 40
Procedures for Transfer. Subject in all events to the general restrictions on Transfers contained in Sections 11.1, 11.2 and 11.5 hereof and any applicable restrictions in the Partners Agreement, a Partner may Transfer all or any part of his or its Units in accordance with this Section 11.3.
(a) No transferee of any Unit may be admitted as a Partner of the Partnership until such time as such transferee has executed and delivered to the Secretary of the Partnership 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 Partners Schedule by the Secretary of the Partnership and the satisfaction of any other applicable conditions set forth in Section 11.3(b) below, such prospective transferee shall be admitted as a Partner and deemed listed as such on the books and records of the Partnership and thereupon the Partnership shall reissue the applicable Units in the name of such prospective transferee. The provisions of this Section 11.3(a) shall not apply with respect to the Transfer of any Unit to a transferee that is a Partner immediately prior to such Transfer.
(b) Unless waived by the Partnership, no Partner may Transfer any Restricted Securities (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Partnership an opinion of counsel reasonably acceptable in form and substance to the Partnership (which counsel will be reasonably acceptable to the Partnership) that registration under the Securities Act is not required in connection with such Transfer. If such opinion of counsel reasonably acceptable in form and substance to the Partnership further states that no subsequent Transfer of such Restricted Securities will require registration under the Securities Act, the Partnership will promptly upon such Transfer deliver new certificates, to the extent Units are certificated, for such securities which do not bear the Securities Act legend set forth in Section 11.4(b) below. The General Partners may waive this requirement of this Section 11.3(b) to obtain a legal opinion.
Procedures for Transfer. (a) Notwithstanding anything to the contrary in this Agreement, (i) no transferee of any Interest(s) received pursuant to a Transfer (but excluding transferees that were Limited Partners immediately prior to such a Transfer, who shall automatically become a Limited Partner with respect to any additional Interests they so acquire) shall become a Limited Partner in respect of or be deemed to have any ownership rights in the Interest(s) so Transferred unless the purported transferee is admitted as a Limited Partner as set forth in Section 11.2(b) and (ii) if requested by the General Partner, no Limited Partner may Transfer any Interests (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Partnership an opinion of counsel reasonably acceptable in form and substance to the General Partner (which counsel will be reasonably acceptable to the General Partner) that registration under the Securities Act is not required in connection with such Transfer. The General Partner shall modify the Partners Schedule from time to time to reflect the admittance of any such Limited Partner.
(b) Subject in all events to the general restrictions on Transfers contained in Sections 11.1 and 11.4, no Transfer of Interest(s) may be completed to a Person that is not already a Limited Partner until the prospective transferee is admitted as a Limited Partner of the Partnership by executing and delivering to the General Partner a written undertaking to be bound by the terms and conditions of this Agreement substantially in the form of Exhibit A hereto. Upon the amendment of the Partners Schedule by the General Partner, such prospective transferee shall be admitted as a Limited Partner and deemed listed as such on the books and records of the Partnership.
Procedures for Transfer. Subject in all events to the general restrictions on Transfers contained in this Article XI, 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 undertaking to be bound by the terms and conditions of this Agreement in a form acceptable to the Board. Upon the amendment of the Members Schedule by the Company, 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. The provisions of this Section 11.3 shall not apply with respect to the Transfer of any Unit(s) to a transferee that is a Member immediately prior to such Transfer.
Procedures for Transfer. (a) Subject in all events to the general restrictions on Transfers contained in this Agreement and, to the extent applicable, any Grant Agreement and any Subscription Agreement, no Transfer of Unit(s) (other than a Company Sale or a Drag Sale) may be completed, nor shall the Company be liable or responsible in respect of any Transfer or Transferee, until the prospective Transferee is admitted as a Member.
(b) The Company shall not admit any prospective Transferee as a Member unless (x) such Person executes and delivers to the Secretary of the Company a Joinder (unless such Transferee is already a Member immediately prior to such Transfer) and (y) the Company receives (or waives in writing its right to receive) the Transfer Opinion.
(c) If a Transfer is consummated in accordance with the terms of this Agreement, the Secretary of the Company shall amend the Members Schedule to reflect such Transfer. Upon the amendment of the Members Schedule by the Secretary of the Company, 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.
