Proposed Transfers Sample Clauses

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. (a) This Warrant may be sold, assigned, pledged or otherwise transferred by the holder hereof to a majority-owned subsidiary of the Purchaser or an entity holding a majority of the Purchaser's outstanding voting securities or to the members of the immediate family of such majority shareholder, if an individual, or to trusts for their benefit. (b) If the holder hereof wishes to sell, assign, pledge or otherwise transfer this Warrant or any portion thereof to a party(ies) other than a party set forth in subsection 9(a) above, the holder shall first offer the Warrant to the Company on the following terms: (i) The transferring holder shall first deliver to the Company a written offer (the "OFFER") to sell at the price and on the terms offered to the third-party transferee(s) with respect to the offered portion(s) of this Warrant (collectively, the "OFFERED PORTION"), along with a statement (the "OFFER STATEMENT") setting forth the holder's intention to so transfer and the name and address of the third-party transferee(s). (ii) For a period of thirty (30) days after the receipt of the Offer (the "OFFER PERIOD"), the Company shall have the right, but not the obligation, to purchase all of the Offered Portion on the terms set forth in the Offer. If the Company chooses to so exercise this purchase right, it shall deliver a written notice of such intent to the transferring holder and must so purchase all (and not less than all) of the security(ies) so offered within thirty (30) days of the receipt of such notice by the transferring holder. (iii) To the extent that the Company declines to exercise its right to purchase all of the Offered Portion within the Offer Period, the transferring holder may sell, assign, pledge or otherwise transfer the Offered Portion to the third-party transfers) set forth in the Offer Statement at a price not less than, and upon terms not more favorable to such transferee(s) than the terms set forth in the Offer, provided, however, that if the transferring holder has not completed such transfer within one hundred twenty (120) days after the Offer Period lapses, such transfer shall again become subject to the terms of this subsection 10(b). (iv) The right of purchase set forth in this subsection 10(b) may be assigned by the Company without the consent of the holder hereof ...

Proposed Transfers. At least 10 days prior to any Transfer in any one transaction or a series of related transactions of Stockholder Shares by any Investor (other than (i) to a Permitted Transferee of any Investor, (ii) pursuant to a Public Sale, an Approved Pledge, an Approved Redemption hereof, (iii) to any current or former officer, employee, manager, director, member, partner or co-investor of any Investor or its Affiliates, (iv) of up to an aggregate (in all such Transfers other than Transfers described in the foregoing clauses (i) through (iii)) of up to 10% of each class of Stockholder Shares held by the Investors as of the Effective Date (as adjusted for stock splits, stock dividends, share combinations and the like) or (v) to a Syndication Partner (as defined in the Pizza Hut Consent and Amendment) in compliance with the terms of the Pizza Hut Consent Amendment (an “Investor Transfer”)), the Investor proposing to make such Transfer (the “Transferring Stockholder”) shall deliver a written notice (the “Sale Notice”) to all other Stockholders (the “Non-Transferring Stockholders”) and the Company specifying in reasonable detail the identity of the prospective Transferee(s), the number of Stockholder Shares to be Transferred, the class or classes of Stockholder Shares to be Transferred, the applicable price per share of each such class 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 contemplated Investor Transfer. In the event any Non-Transferring Stockholder holds the same class or series of Stockholder Shares being Transferred in the contemplated Investor Transfer, such Non-Transferring Stockholder may elect to participate in the contemplated Investor Transfer at the same price per share of the respective class of stock and on the same terms by delivering written notice to the Transferring Stockholder within 10 days after delivery of the Sale Notice; provided that if the Transferring Stockholder intends to Transfer Stockholder Shares of more than one class or series in the contemplated Investor Transfer, each Non-Transferring Stockholder electing to participate must participate in all such Transfers (to the extent such Non-Transferring Stockholder holds such other class or series). The failure by any Non-Transferring Stockholder to deliver any such written notice within such 10-day period shall be deemed to be an election by such Stoc...

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. The Parties intend that, conditional upon the Scheme becoming effective, FB or Affiliates of FB shall without prejudice to Clause 3.22 acquire the benefit of the FB Assets and bear the burden of the FB Liabilities with effect from the Effective Date.

Proposed Transfers. 3 Section 1.3

Proposed Transfers. Should Shareholder desire to transfer or sell his Shares in the Company, C/B Securities or its designee shall have the absolute and exclusive right to purchase such Shares from the Shareholder or his representative within 60 days of termination of such agreement or within 60 days of the President of C/B Securities receiving written notice of the Shareholder's desire to transfer or sell his Shares. If such purchase is of voting common stock, such designee of C/B Securities shall either (i) be a resident of the State of Ohio at the time of such purchase, or (ii) tender to the Ohio Department of Insurance for cancellation all insurance agent licenses held by the Company within five days of such purchase.

Proposed Transfers. During the term of this Agreement, if a Transferring Shareholder intends to make a First Offer Disposition of Shares beneficially owned by such Transferring Shareholder, such Transferring Shareholder shall provide the First Offer Notice to the Corporation and the Other Shareholders.

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. 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: 14.1 the A1 Shareholder and the A2 Shareholder have given their prior written consent (which consent may be unconditional or subject to any terms and conditions which they may in their absolute discretion impose and in the latter case any Share so transferred shall be held subject to such terms and conditions); and 14.2 the Proposing Transferor has procured the Proposed Transferee to enter into a deed of adherence substantially in the form set out at schedule 2 of this agreement agreeing to be bound in all respects by the obligations of the Proposing Transferor under this agreement.