Recognition of Transfers. The Operator must recognise the Transfer rights of any passenger carrying a Ticket entitling Transfer.
Recognition of Transfers. The Corporation shall not recognize any Transfers of Shares made in violation of this Agreement.
Recognition of Transfers. (a) Notwithstanding anything to the contrary in this Shareholders’ Agreement, no Transfer or purported Transfer will be valid unless:
(i) such Transfer is in accordance with the provisions of this Section 19 or Section 18.2 (Consequences of Events of Default);
(ii) in the case of a Partial Transfer or a Complete Transfer effected as a Direct Transfer, the Transferor has transferred to the transferee the same proportion of any Subordinated Shareholder Loans advanced by the Transferor to the Company as the transferred Ownership Interest bears to the aggregate Ownership Interest of the Transferor;
(iii) in the case of a Complete Transfer effected as a Direct Transfer to a Permitted Transferee, the Permitted Transferee has executed and delivered to the remaining Shareholders an Accession Agreement in the form attached to this Shareholders’ Agreement as Annex B (Form of Accession Agreement), confirming the admission of the Permitted Transferee as a Shareholder and its agreement to be bound by the terms of this Shareholders’ Agreement and any obligations of confidentiality; and
(iv) in the case of a Complete Transfer to one or more Shareholders, the transferee Shareholder(s) shall assume in full, on a pro rata basis as between themselves, and at no cost to the Transferor or its Affiliates, all liabilities of the Transferor and its Affiliates in or related to its capacity as Shareholder, including all guarantees given or delivered by the Transferor in such capacity, and:
(A) all Non-Transferring Shareholders shall release (and cause their Affiliates and the Company to release) the Transferor and its Affiliates from all such liabilities in or related to the Transferor’s capacity as a Shareholder; and
(B) any guarantees delivered by the Transferor or its Affiliates shall immediately be deemed to have been terminated, provided that nothing in this Section 19.5(a) shall affect any liabilities of the Transferor or its Affiliates in connection with any Principal Agreement to which it, or its Affiliate, is party, nor any guarantees in respect thereof.
(b) In the case of a Complete Transfer, upon the satisfaction of the conditions set out in Section 19.5(a), appropriate amendments being made to the Constitutive Documents, and compliance with all the requirements of Applicable Law, and in addition to the other provisions of this Shareholders’ Agreement that apply at such time:
(i) the Permitted Transferee (or Qualifying Affiliate in accordance with Section 19.2 (Permitted...
Recognition of Transfers. Except as otherwise required by law, neither Company shall recognize any Transfers of Shares made in violation of this Agreement.
Recognition of Transfers. A purported Transfer in violation of this Agreement will not be valid and no related voting rights may be exercised and no purported exercise of any voting rights will be valid and no dividend or distribution will be paid or made.
Recognition of Transfers. (a) Prior to any Transfer of an LLC Interest in accordance with Section 10.1, the Member transferring such LLC Interest shall give written notice of such Transfer to the other Member.
(b) The Members agree to amend this Agreement to the extent reasonably necessary to reflect a Transfer permitted hereby and the admission of a new Member (to the extent applicable) and to continue the Company without dissolution. Upon execution of any such amendment and the Compliance Certificate (if required), the transferee shall be admitted to the Company as a Member. Immediately following the admission of the transferee to the Company as a Member, any Person who has thereby transferred all of its LLC Interest shall cease to be a Member of the Company. The transferee, as a Member of the Company, and any other Member are hereby authorized to, and shall, continue the business of the Company without dissolution.
(c) Any transferee who is admitted to the Company as a Member shall succeed to the rights and powers, and be subject to the restrictions and liabilities, of the transferor Member to the extent of the LLC Interest transferred. No Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Member are assumed by a successor corporation by operation of law) shall relieve the transferor Member of its obligations under this Agreement without the approval of the Executive Committee.
Recognition of Transfers. Notwithstanding any other provision of this Article Six, the Partnership shall not be obligated to recognize a Transfer until the transferor has given written notice thereof to the General Partner and the General Partner has recognized the transferee as the record holder of the Interest. For purposes of making distributions and allocations, and determining the Partners entitled to vote or consent with respect to a matter, the Partnership shall recognize a Transfer made in accordance with this Article Six no later than the end of the calendar month during which it receives notice of the Transfer and all conditions to the Transfer set forth in Section 6.3 have been satisfied or waived. Until such time, all allocations and distributions shall be made to, and all votes and consents shall be had from, the Person that is reflected in the books and records of the Partnership as the record owner of the Interest.
Recognition of Transfers. (a) A transferee that acquires direct Membership Interests or Member Loans, as applicable, in strict compliance with this Article XII and who is not already a Member, shall be automatically deemed to be admitted as a Member upon satisfaction of all the requirements of Section 12.6.
(b) Any distribution or payment made by the Company to a Transferring Member prior to such time as the transferee was admitted as a Member pursuant to the provisions of this Agreement with respect to the Transfer of such Transferring Member’s Membership Interests or Member Loans shall constitute a release of the Company, the Managers authorizing such distribution and the Members of all liability to such transferee or new Member which may be interested in such distribution or payment by reason of such Transfer.
Recognition of Transfers. The Notes are restricted as to transfer. The Agent acknowledges that during the term of this Agreement, the Notes may be transferred to certain individuals and/or entities, and that such transfers shall be effective, and the transferee substituted as a Noteholder hereunder, only upon the Agent's receipt from the Partnership of written notice of such transfer, setting forth the full name and address of such transferee, who shall thereafter be deemed to be a Noteholder hereunder, and without the necessity of any further amendment to this Agreement.
Recognition of Transfers. A Transfer of an interest in the Partnership of a Limited Partner, although otherwise valid under this Agreement, shall not be recognized by the Partnership until the transferor has given written notice thereof to the General Partner and the General Partner has recognized the transferee as the record holder of the interest. For purposes of making distributions and allocations, and determining the Limited Partners entitled to vote or consent with respect to a matter, the General Partner shall recognize such a Transfer no later than the end of the calendar month during which it receives notice of the Transfer and all conditions to recognition of the Transfer set forth in this Article have been satisfied or waived. Until such time, all allocations and distributions shall be made to, and all votes and consents shall be had from, the person that is reflected in the books and records of the Partnership as the record owner of the interest.
