Proposed Transfers. If any Executive proposes to sell any of such Executive's Shares to any person or group (a "Proposed Transferee") in one or a series of related transactions in a private sale (excluding market transactions), no such sale shall be completed unless the Executive first gives Steelcase a written notice of such proposed sale. Upon receipt of such notice, Steelcase shall have the right to purchase all the Executive's Shares offered to the Proposed Transferee upon substantially the same terms and conditions offered to the Proposed Transferee. Steelcase must respond to such notice with an offer to buy the Executive's Shares within ten business days after receipt of the notice, after which time the Executive may sell to the Proposed Transferee on the specified terms. If the Executive has not consummated the sale to the Proposed Transferee within 90 days after the date of giving the required notice to Steelcase, the proposed sale shall again be subject to this Section 6.1 and another notice to Steelcase is required.
Proposed Transfers. This Warrant may not be sold, assigned, pledged or otherwise transferred by the holder hereof to a third party other than in compliance with all terms of this Section 10.
Proposed Transfers. The Holder, by entering into this Agreement, agrees to comply in all respects with the following provisions:
Proposed Transfers. Any Member seeking to Transfer all or any portion of its interest in the Company (a “Proposed Transferor”) shall notify Manager in writing of the contemplated Transfer (a “Notice of Intent to Transfer”). The Notice of Intent to Transfer will include the following information: (i) the name of the Proposed Transferor; (ii) the name and address of the proposed transferee who will acquire an interest in the Company (a “Proposed Transferee”); (iii) whether the proposed transferee is a related Person or Affiliate of the Proposed Transferor; (iv) whether the proposed transferee is an Accredited Investor; and (v) the amount of the Proposed Transferor’s interest in the Company that will be transferred.
Proposed Transfers. At least 30 days prior to any Transfer of Stockholder Shares by the Investor or the Investor’s Permitted Transferee (other than to a Permitted Transferee, to a member of the Company’s management team or pursuant to a Public Sale) (an “Investor Transfer”), the Investor or Investor’s Permitted Transferee, as applicable (the “Transferring Stockholder”) shall deliver a written notice (the “Sale Notice”) to the Company and all other Stockholders (the “Non-Transferring Stockholders”) specifying in reasonable detail the identity of the prospective transferee(s), the number of Stockholder Shares to be transferred, the price per share of the Stockholder Shares being transferred, any known liens and encumbrances to which the Stockholder Shares being Transferred will be subject and the other terms and conditions of the Investor Transfer. The Non-Transferring Stockholders may elect to participate in the contemplated Investor Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Transferring Stockholder within 30 days after delivery of the Sale Notice. If any Non-Transferring Stockholder elects to participate in such Investor Transfer, the Transferring Stockholder and such Non-Transferring Stockholder shall be entitled to sell in the contemplated Investor Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Transferring Stockholder and the Non-Transferring Stockholders participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Investor Transfer. For example, if the Sale Notice contemplated a sale of 100 Stockholder Shares by the Transferring Stockholder, and if the Transferring Stockholder at such time owns 30% of all Stockholder Shares and if one Non-Transferring Stockholder elects to participate and owns 20% of all Stockholder Shares, the Transferring Stockholder would be entitled to sell 60 shares (30% ÷ 50% x 100 shares) and the Non-Transferring Stockholder would be entitled to sell 40 shares (20% ÷ 50% x 100 shares). No Transferring Stockholder shall Transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the Non-Transferring Stockholders and any such p...
Proposed Transfers. Except as otherwise provided in this Lease, each time Lessee proposes a Proposed Transfer (that is not an Excluded Transfer), Lessor shall be paid an Administrative Charge equal to the Actual Cost incurred by Lessor in connection with its review and processing of said Proposed Transfer (“Administrative Charge”). Proposed Transfers are further subject to Lessor approval as provided in Article 11 of this Lease.
Proposed Transfers. Subject always to the provisions of the New Articles, if a Shareholder (the "Proposing Transferor") wishes to transfer its Shares in the Company otherwise than pursuant to clause 13 to any person who is not already a Party to this agreement (a "Proposed Transferee") then it shall notify the A1 Shareholder and the A2 Shareholder with full details of the Proposed Transferee and shall not make the transfer until:
Proposed Transfers. 15 3.1.2 Consent to Transfer of Shares................................................15 3.1.3 No Consent to Transfer of Shares.............................................16 3.1.4 Transfers After May 3, 1999..................................................16
Proposed Transfers. Notwithstanding Sections 2.2 and 2.4, none of the Partners Stockholders or Wilsxx Xxxckholders (excluding the Kaufxxx Xxxckholders) shall at any time prior to May 3, 1999 transfer any of its or his Shares to any Person unless (a) such Partners Stockholder or such Wilsxx Xxxckholder (excluding the Kaufxxx Xxxckholders), as the case may be, first sends written notice to Wilsxx (xx the case of a proposed transfer by a Partners Stockholder) or Partners (in the case of a proposed transfer by a Wilsxx Xxxckholder), as the case may be, which notice shall state the number of Shares proposed to be sold and (b) Partners (in the case of a proposed transfer by a Wilsxx Xxxckholder) or Wilsxx (xx the case of a proposed transfer by a Partners Stockholder), as the case may be, consents in writing to such proposed transfer.
Proposed Transfers. Except with respect to a sale pursuant to the Registration Statement (as hereinafter defined), prior to any proposed sale, transfer or other disposition of Buyer Common Stock delivered pursuant to this Agreement, the registered holder shall give written notice to Buyer of such holder's intention to effect such sale, transfer or other disposition. Each such notice shall describe the manner and circumstances of the proposed sale, transfer or other disposition in reasonable detail, and shall be accompanied by either (i) an opinion of counsel, and in form and substance, reasonably acceptable to Buyer, addressed to Buyer, to the effect that the proposed sale, transfer or other disposition of such Buyer Common Stock may be effected without registration under the Securities Act, or (ii) a "no action" letter, in form and substance reasonably acceptable to Buyer, from the SEC to the effect that such sale, transfer or other disposition of such Buyer Common Stock without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon such holder of such Buyer Common Stock shall be entitled to transfer such Buyer Common Stock in accordance with the terms of the notice delivered by such Holder to Buyer, subject, however, to any other agreement with or for the benefit of Buyer as shall apply to the sale, transfer, or other disposition of Buyer Common Stock.
