Requirement for Transfer Clause Samples

Requirement for Transfer. The Limited Partner shall have no right, without the prior written consent of the Management Committee, which may be granted or withheld in its sole discretion and which need not be exercised in a reasonable manner to Transfer its Interest or to substitute a new person or entity as a limited partner in its stead. Subject to any restrictions on transferability required by law or contained in this Agreement, any Transfer or assignment to which the Management Committee shall consent must be effected through a written instrument, in a form acceptable to the Management Committee. No consent to a Transfer given by the Management Committee shall be deemed or considered a release or novation of the transfer or as to any obligations of the transferor to the Partnership arising under this Agreement otherwise.
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Requirement for Transfer. Except as otherwise provided in Sections 11.2(b), 11.3 and 11.4, a Limited Partner or the transferee of a Limited Partner may transfer all or part of his Interests, provided, unless otherwise consented to by the General Partner, (i) that the transferee, if an individual, is at least 21 years of age, (ii) that the transferee executes an instrument reasonably satisfactory to the General Partner accepting and adopting the provisions and agreements set forth herein, and (iii) the General Partner shall consent to such Transfer, which consent may be given or withheld in the General Partner' sole discretion, provided, however, that such consent shall be withheld if the transferor Limited Partner (other than a transferor Limited Partner who is also a General Partner) does not obtain a legal opinion, acceptable to counsel for the Partnership, that (1) such Transfer would not result in the close of the Partnership's taxable year with respect to all Partners, impair the ability of the Partnership to be taxed as a partnership, cause the termination of the Partnership within the meaning of Section 708(b) of the Code, or cause the termination of its status as a partnership under the Code, and (2) such Transfer does not violate any provision of any Federal or state securities law.
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Requirement for Transfer. Except as otherwise provided in this Agreement, a Member or the transferee of a Member may Transfer all or part of his Membership Interest only with the consent of the other Members, provided that, unless otherwise consented to by the Manager, (i) the transferee, if an individual, is at least 21 years of age, (ii) the transferee executes an instrument reasonably satisfactory to the Manager accepting and adopting the provisions and agreements set forth herein, and (iii) the Manager shall consent to such Transfer, which consent may be given or withheld in the Manager's sole discretion; provided, further, that such consent shall be withheld if the transferor Member does not obtain a legal opinion, acceptable to counsel for the Company, that (1) such Transfer would not result in the close of the Company's taxable year with respect to all Members, impair the ability of the Company to be taxed as a partnership, cause the termination of the Company within the meaning of Section 708(b) of the Code, or cause the termination of its status as a partnership under the Code, and (2) such Transfer does not violate any provision of any Federal or state securities law.
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Requirement for Transfer. In the event that Tenant proposes any Transfer, Tenant shall request Landlord's approval in writing at least thirty (30) days before the date on which the Transfer is to be effective and include with such notice (a) the name of the entity receiving a Transfer (the “Transferee”); (b) a detailed description of the business of the Transferee; (c) certified financial statements of the Transferee; (d) all written agreements governing the Transfer; (e) any information reasonably requested by Landlord with respect to the Transfer or the Transferee; and (f) a review and administration fee of Two Thousand and No/100 Dollars ($2,000.00). No such consent by Landlord to the proposed Transfer, and no such Transfer shall relieve Tenant of its obligations under this Lease. From and after a Transfer of this Lease, Landlord shall provide a copy of any notices of default thereafter given to a Transferee to the original named Tenant, and Landlord shall permit the original named Tenant to cure such default within the applicable cure period (it being understood that as to the original named Tenant, such cure period shall commence upon delivery of a copy of the default notice to such original named Tenant, provided that Tenant shall not have any additional time for such cure as a result thereof).
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Requirement for Transfer. Except as otherwise provided in this Agreement, a Member or the transferee of a Member may Transfer all or part of his Membership Interest only with the consent of the other Members, provided that, unless otherwise consented to by the Manager(s), (i) the transferee, if an individual, is at least 21 years of age, (ii) the transferee executes an instrument reasonably satisfactory to the Manager(s) accepting and adopting the provisions and agreements set forth herein, and (iii) the Manager(s) shall consent to such Transfer, which consent may be given or withheld in the Manager(s)'s sole discretion; provided, further, that such consent shall be withheld if the transferor Member does not obtain a legal opinion, acceptable to counsel for the Company, that (1) such Transfer would not result in the close of the Company's taxable year with respect to all Members, impair the ability of the Company to be taxed as a partnership, cause the termination of the Company within the meaning of Section 708(b) of the Code, or cause the termination of its status as a partnership under the Code, and (2) such Transfer does not violate any provision of any Federal or state securities law. The foregoing transfer restrictions shall not apply to the assignment and transfer of all of the issued and outstanding Membership Interests in the Company to Impac or an Affiliate thereof pursuant to the Buyout Agreement.
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Requirement for Transfer. In the event that Tenant proposes any Transfer of the Demised Premises or the Lease, whether by assignment, subletting or otherwise (each a “Transfer”) Tenant shall notify Landlord in writing by certified mail at least sixty (60) days before the date on which the Transfer is to be effective and include with such notice (a) the name of the entity receiving a Transfer (the “Transferee”); (b) a detailed description of the business of the Transferee; (c) audited financial statements of the Transferee; (d) all written agreements governing the Transfer; (e) any information reasonably requested by Landlord with respect to the Transfer or the Transferee; and (f) a review and administration fee of Three Thousand and No/100 Dollars ($3,000.00). No such consent by Landlord to the proposed Transfer, and no such transfer, assignment or sublease shall relieve Tenant of its obligations under this Lease.
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Related to Requirement for Transfer

  • Requirements for Transfer (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary, parent or affiliate of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing Warrant Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act.

  • Request for Transfer Unless the paraeducator and both principals agree, no transfers shall be allowed during a period spanning from 14 calendar days before the first contract work day until after the 20th contract work day. A transfer will not be considered unless the paraeducator is qualified for such vacancy. All transfers shall be initiated by the receiving principal, with copies to the releasing principal or immediate supervisor and the Human Resource Services office. The principal, when making his/her decision, shall consider the following: seniority, educational qualifications, expertise and ability, prior job experience, performance evaluations, and recommendations of previous supervisors. The transfer of the paraeducator will be subject to Board approval.

  • Procedure for transfer (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 23.9 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Obligors 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 that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

  • Payment for Securities Sold, etc In its sole discretion and from time to time, the Custodian may credit the Fund Custody Account, prior to actual receipt of final payment thereof, with (i) proceeds from the sale of Securities which it has been instructed to deliver against payment, (ii) proceeds from the redemption of Securities or other assets of the Fund, and (iii) income from cash, Securities or other assets of the Fund. Any such credit shall be conditional upon actual receipt by Custodian of final payment and may be reversed if final payment is not actually received in full. The Custodian may, in its sole discretion and from time to time, permit the Fund to use funds so credited to the Fund Custody Account in anticipation of actual receipt of final payment. Any such funds shall be repayable immediately upon demand made by the Custodian at any time prior to the actual receipt of all final payments in anticipation of which funds were credited to the Fund Custody Account.

  • Payment for Securities Sold In its sole discretion and from time to time, the Custodian may credit the Fund Custody Account, prior to actual receipt of final payment thereof, with (i) proceeds from the sale of Securities which it has been instructed to deliver against payment, (ii) proceeds from the redemption of Securities or other assets of the Fund, and (iii) income from cash, Securities or other assets of the Fund. Any such credit shall be conditional upon actual receipt by Custodian of final payment and may be reversed if final payment is not actually received in full. The Custodian may, in its sole discretion and from time to time, permit the Fund to use funds so credited to the Fund Custody Account in anticipation of actual receipt of final payment. Any such funds shall be repayable immediately upon demand made by the Custodian at any time prior to the actual receipt of all final payments in anticipation of which funds were credited to the Fund Custody Account.