Requirements of Transfer Sample Clauses

Requirements of Transfer. No Disposition of a Membership Interest in the Company shall be effective unless and until written notice (including the name and address of the proposed transferee or donee and the date of such Disposition) has been provided to the Company and the non-transferring Members.

Requirements of Transfer. No transfer of the Debenture shall be valid and effective unless and until (a) the transferor executes a written assignment of the Debenture or executes a separate power of attorney indicating his intent to transfer ownership, (b) the transferee executes a Debenture Agreement, which shall be identical to this Agreement except for the Holder's name and the date of execution and (c) the transferor delivers written transfer instructions (i) signed by the transferor and the transferee, (ii) stating the name and mailing and residence address of the transferee, and (iii) stating the desired effective date of such change of ownership. If the transferee fails to execute a Debenture Agreement, the transferee's signature on the instructions of transfer will be deemed to constitute the transferee's assent to the terms of the Debenture and the Debenture Agreement.

Requirements of Transfer. (a) In the event a Shareholder seeks to transfer any or all of his Shares (“Withdrawing Shareholder”), he shall first be required to obtain the approval of a majority of the then-remaining Shareholders. If such approval is granted, the Withdrawing Shareholder shall then be required to transfer such Shares pro rata to all of the then-remaining Shareholders. Each such remaining Shareholder shall be obligated to acquire from such Withdrawing Shareholder that portion of such Withdrawing Shareholder’s Shares equal to the amount obtained by multiplying such Withdrawing Shareholder’s Shares by a fraction, the numerator of which is the number of Shares of the Shareholder acquiring the Withdrawing Shareholder’s Shares and the denominator of which is all of the Shares in the Corporation less the Withdrawing Shareholder’s Shares. (b) The consideration to be paid by the then-remaining Shareholders to the Withdrawing Shareholder for such Shares shall be Limited Partnership Units (“Units”) of Everflow Eastern Partners, L.P. (the “Company”). The value of the Withdrawing Partner’s Shares shall be equal to the percentage interest such Withdrawing Shareholder’s Shares represents in the Company. Accordingly, such value shall be calculated as a percentage interest in the Company and be paid to the Withdrawing Shareholder in such number of Units (which also represent a percentage interest in the Company) as shall equal the indirect percentage interest of the Withdrawing Shareholder in the Company. In the event any of the then-remaining Shareholders has insufficient Units of Everflow as consideration to the Withdrawing Shareholder, such deficiency shall be paid in cash within 90 days of the event of the Withdrawing Shareholder’s withdrawal, as determined as follows: One hundred thirty-five percent (135%) of the most recent year end Repurchase Price per Unit calculation per the terms of the Limited Partnership Agreement of the Company; less any interim distributions paid per Unit since the most recent year end (“Cash Consideration Price”). The cash consideration is then calculated by multiplying the Cash Consideration Price per Unit by the number of Units that would have been paid to the Withdrawing Shareholder. (c) The provisions of Subsections 8(a) and (b) notwithstanding, no Shareholder shall be able to withdraw and transfer his Shares to another Shareholder pursuant to this Agreement, if the effect of any such withdrawal and transfer would be to reduce the number of Sharehol...

Requirements of Transfer document

Requirements of Transfer. Except as set forth in Section 7.1, every transfer of a Membership Interest in the Company permitted hereunder, including a transfer permitted by Section 7.5, shall be subject to the following requirements: (a) The transferee shall establish to the satisfaction of the Manager that the proposed transfer will not cause or result in a breach of any agreement binding upon the Company or any violation of law, including without limitation, federal or state securities laws, and that the proposed transfer would not cause the Company to be an investment company as defined in the Investment Company Act of 1940, as amended. (b) The transferee shall establish to the satisfaction of the Manager that the transferee is financially responsible and of good character, and that the transfer would not adversely affect the classification of the Company as a partnership for federal tax purposes, terminate its classification as a partnership under Code Section 708, or have a substantial adverse effect with respect to federal income taxes payable by the Company. (c) The transferee shall execute a counterpart of this Agreement and such other documents or instruments as may be required by the Manager to reflect the provisions hereof. Until the foregoing requirements are met, the Company need not recognize the transferee for any purpose under this Agreement, and the transferee shall not be admitted as a Member without the consent of Members holding all of the Membership Interests.

Requirements of Transfer. No transfer of the Debenture shall be valid ------------------------ unless and until the transferor executes a separate power of attorney indicating his intent to transfer ownership, delivers such Debenture to the Company along with transfer instructions, and such change of ownership is recorded in the Company's debenture records.

Requirements of Transfer. In addition to the other requirements hereunder, no Transfer of a Membership Interest in the Company shall be effective unless and until: (a) the Company and the non-transferring Members have received written notice (including the name and address of the proposed transferee and the date of such Transfer) of such Transfer; (b) the Company has received an opinion of counsel reasonably satisfactory to the Manager that such transfer is subject to an effective registration under, or exempt from the registration requirements of, the applicable state and Federal securities laws; provided, that no opinion shall be required with respect to any transfer by a Class B Member to the Beneficiary, the Beneficiary’s descendants, immediate family members or any trust or other entity formed for tax or estate planning purposes for the benefit of any of the foregoing; (c) the Company has received from the transferee the information and agreements that the Manager may reasonably require, including but not limited to any taxpayer identification number and any agreement that may be required by any Taxing Jurisdiction; and (d) the proposed transferee agrees in writing for the benefit of the Class B Member, in form and substance reasonably satisfactory to the Class B Member, to comply with the obligations of the transferor set forth in this Agreement.

Requirements of Transfer. FRANCHISOR shall not unreasonably withhold its consent to a transfer of any ownership interests in DEVELOPER provided that DEVELOPER shall have been in full compliance with this Agreement, the Franchise Agreement and Addenda thereto, and that all of the following conditions are met prior to the time of the proposed transfer: 9.2.1 All of DEVELOPER's accrued monetary obligations to FRANCHISOR, shall have been satisfied including all such obligations arising under the Franchise Agreement and Addenda thereto; 9.2.2 The transferor shall have first offered to sell such interest to FRANCHISOR pursuant to Section 9.4 hereof. 9.2.3 The transferor's right to receive compensation will be subordinated and secondary to obligations owed to FRANCHISOR or other outstanding obligations due to FRANCHISOR from the transferor, or DEVELOPER; 9.2.4 The transferor shall have executed a general release, in a form satisfactory to FRANCHISOR, of any and all claims against FRANCHISOR, and its officers, directors, shareholders, affiliates, representatives, agents and employees, in their corporate and individual capacities; 9.2.5 The transferee shall enter into a written assignment, in a form satisfactory to FRANCHISOR, assuming and agreeing to discharge all of DEVELOPER's obligations under this Agreement; 9.2.6 The transferee shall demonstrate to FRANCHISOR's satisfaction that it meets FRANCHISOR's educational, managerial and business standards, possesses a good aptitude, moral character, business reputation and ability

Requirements of Transfer. (a) In the event a Member seeks to withdraw from the Company and transfer his Interest ("Withdrawing Member"), he shall first be required to obtain the approval of a majority of the then-remaining Members (on a PER CAPITA basis). If such approval is granted, the Withdrawing Member shall then be required to transfer such Interest PRO RATA to all of the then-remaining Members. Each such remaining Member shall be obligated to acquire from such Withdrawing Member that portion of such Withdrawing Member's Interest equal to the amount obtained by multiplying such Withdrawing Member's Interest by a fraction, the numerator of which is the Interest of the Member acquiring the Withdrawing Member's Interest and the denominator of which is all of the Interests in the Company less the Withdrawing Member's Interest. (b) The consideration to be paid by the then-remaining Members to the Withdrawing Member for such Interest shall be Units of Everflow. The value of the Withdrawing Member's Interest shall be equal to the percentage interest such Withdrawing Member's Interest represents in Everflow. Accordingly, such value shall be calculated as a percentage interest in Everflow and be paid to the Withdrawing Member in such number of Units (which also represent a percentage interest in Everflow) as shall equal the indirect percentage interest of the Withdrawing Member in Everflow. (c) The provisions of Subsection 11.2(a) and (b) notwithstanding, no Member shall be able to withdraw and transfer his Interest to another Original Member pursuant to this Agreement, if the effect of any such withdrawal or transfer would be to reduce the number of Original Members to fewer than three (3) Original Members. In such event, a Member shall only be able to withdraw as a Member and transfer his Interest to a substitute Member acceptable to all of the then remaining Members in their absolute discretion and otherwise comply with the provisions of Section 11.2(e). (d) In the event the provisions of Section 11.2(c) prevent a Member from withdrawing from the Company, such a Member shall be entitled to withdraw from the Company only upon compliance with the provisions of Section 11.2(e). (e) Upon the prior written approval of all then-remaining Members, a substitute Member may acquire such Withdrawing Member's Interest pursuant to the provisions of Section 11.2(b) (i.e. such substitute Member shall pay the Withdrawing Member for such Withdrawing Member's Interest in Units of Everflow and such In...

Requirements of Transfer. Notwithstanding any provision in the Asset Purchase Agreement or this Schedule 9.2 to the contrary, each transfer of assets of any Seller Retirement Plan is subject to the receipt by Seller of, and no such transfer shall be made unless Seller has received: (i) evidence reasonably satisfactory to it that Buyer has timely completed all governmental filings or submissions needed in order for the Buyer's Retirement Plans to receive a transfer of assets from the Seller Retirement Plans, (ii) IRS qualification letters, or an opinion of Buyer's counsel in a form reasonably satisfactory to Seller, to the effect that the Buyer's Retirement Plans as in effect on the date of the transfer satisfy the qualification requirements under Section 401(a) of the Code, and (iii) an opinion of Buyer's counsel in a form reasonably satisfactory to Seller that the requirements of Section 411(d)(6) of the Code are satisfied by the Buyer's Retirement Plans. In no event shall any transfer from any Seller Retirement Plan be made prior to the lapse of thirty (30) days after the filing of a complete Form 5310A. In the event any transfer of assets is to take place on any Saturday, Sunday or legal holiday, the assets shall be transferred on the next following business day and valued on the last business day of the month preceding the transfer.