Rights and Obligations of Transferee. (a) From and after the effective date of a Transfer, the transferee of one or more of the Units shall be entitled to receive all Distributions, to participate in all Profits and Losses (including allocations of income, gain, loss, deduction, credit or similar items) attributable to the Units transferred to the transferee.
(b) From and after the effective date of the Transfer, the transferee of one or more of the Units shall be liable to the Company for any unpaid portion of the Capital Contribution Commitment relating to the transferred interest, and shall be required to pay to the Company such Capital Contributions as and when required by Section 3.2. Such obligation shall, however, not release the transferor of such obligation, unless the Manager specifically grants such a release.
(c) Any transferee of Units in the Company shall have no right to participate in the management of the business and affairs of the Company, or to become or to exercise any rights or powers of a Member, except to the extent that the Manager consents to the admission of such transferee as a Member, and the Member is vested with such rights under the terms of this Agreement.
(d) A Member ceases to be a Member and to have the power to exercise any rights or powers of a Member upon the assignment of all of such Member's interest in the Company to one or more transferees.
(e) References to "Unit Holders" in this Agreement refer to both transferees of Units, whether or not they become Members, and to Members, in each case as to the Units owned by them. References to "Members" in this Agreement refer only to the Manager and Persons who own their Units as Members.
Rights and Obligations of Transferee. (A) Upon any Transfer of membership interests in accordance with this Section 5, such membership interests remain subject to the restrictions of this Agreement.
(B) Each purchaser of Transferring Interests succeeds to the rights of the Selling Member with regard to such Transferring Interests, except that:
(i) if the Non-Selling Members exercise their rights of first refusal and purchase any Transferring Interests, then any such Transferring Interests are automatically converted to the class of membership interests of the Non-Selling Member purchasing the Transferring Interests; or
(ii) if the purchaser is a third party to this Agreement, such purchaser is subject to the terms of Section 4 concerning admission to the Company as a Member and execution and delivery to the Manager a counterpart of this Agreement and must take such other actions and execute such other documents as the Company reasonably requests.
Rights and Obligations of Transferee. 1. As regards the Leased Capacity referred to in Article III., the Transferee has the right to use the corresponding storage capacity and to make nomination at entry and exit points into/from the gas storage facility.
2. The Transferee hereby undertakes to use the Leased Capacity in accordance with and under the conditions of the Storage Code of Gas Storage CZ including all its subsequent amendments and additions (hereinafter also referred to as the "Storage Code"), the text of which the Transferee accepts by signing this Agreement, and relevant generally binding regulations.
3. The Transferee is under no obligation to pay the Storage Operator for the Leased Capacity.
Rights and Obligations of Transferee. From and after the effective date of a Transfer, the transferee of one or more of the Units shall be entitled the same rights and obligations as Members.
Rights and Obligations of Transferee. Any Person who acquires Equity Securities in the Company by Transfer shall hold such Equity Securities as a Transferee, unless the Non-Transferring Member approves the admission of such Person as a Member under Section 8.3 or unless such Person has been previously admitted as a Member, in which event it shall acquire such Units as a Member. Each Transferee shall be bound and be subject to all of the restrictions applicable to a Member, including the Transfer restrictions of Articles VIII. In addition, a Transferee shall be entitled, as to the Equity Securities acquired (and only to the extent such rights were Transferred), only to share in such Profits and Losses, to receive such Distribution or Distributions, and to receive such allocation of income, gain, loss, deduction or credit, or similar item, to which the prior holder of the Equity Securities was entitled. Such Transferee shall not be entitled to exercise any rights or powers of a Member. Furthermore, if at the time the Transferee acquires any such Equity Securities, the Person previously holding such Equity Securities was obligated to make any further Capital Contributions to the Company with respect to the Equity Securities so Transferred, the Transferee will be similarly obligated to make such Capital Contributions to the Company, when and as required by the terms of this Agreement, and, if failing to do so, will be subject to the same consequences as would have applied to the Member first acquiring such Equity Securities directly from the Company. A Person who permits all or part of its Equity Securities to be Transferred to a Transferee shall remain, unless the Board otherwise provides, liable for any and all obligations due and owing to the Company as to the Equity Securities so Transferred (including the obligation, if any, to make additional Capital Contributions to the Company), even though the Transferee also becomes obligated for the performance of such obligations.
Rights and Obligations of Transferee. 7.1 The Transferee shall have the right to engage an auditor to audit the accounts and records of the Confirming Party.
7.2 To ensure meeting the cash flow requirement during ordinary operation of the Confirming Party or set off any loss accrued during the operation of the Confirming Party, the Transferee agrees to, as requested by the Confirming Party and to the extent without violation of any law, provide financing support for the Confirming Party, whether the Confirming Party incurs any loss in operation or not. Such financing support of the Transferee may take the form of entrusted loans/borrowings. Entrusted loans/borrowings contracts will be executed separately.
Rights and Obligations of Transferee. A transferee of Units shall not have any rights of a Member unless and until such transferee is admitted as a Member pursuant to Section 3.3, but shall be entitled to the right to receive allocations of income, gains, losses, deductions, credits, and similar items and distributions to which the transferor of such Units would otherwise be entitled to the extent such items are Transferred to such transferee, and shall be subject to the obligations of a Holder of the class of Units Transferred to such transferee and bound by the provisions of Section 3.2, Section 7.3, Section 11.1, Section 11.2, Section 11.3, Section 11.4, Section 11.7, Section 11.8, Section 11.9, Section 11.11, Section 11.12, Section 11.15 and Section 11.16 as though such transferee was a Holder of the class of Units Transferred to such transferee.
Rights and Obligations of Transferee. Except as otherwise expressly provided in this Agreement, each transferee or any subsequent transferee of Shares (or any right, title or interest in such Shares) shall hold such Shares (or right, title or interest in such Shares) subject to all of the provisions of this Agreement applicable to the transferor of such Shares (or his predecessor in interest) and shall make no further transfers except as provided in this Agreement. In addition, each Permitted Transferee shall succeed to the rights that his respective transferor held under this Agreement as if the subject Shares were still held by such transferor.
Rights and Obligations of Transferee. 7.1 Transferee shall, pursuant to this Agreement, fully and timely pay the transfer price as agreed under this Agreement. Without the legal and reasonable cause, it shall be deemed as breach in case Transferee fails to pay for more than ten (10) working days.
Rights and Obligations of Transferee. Subject to this Master Trust Deed and the relevant Supplementary Terms Notice, a transferee of A$ Notes, on being noted in the Register as the holder of the A$ Notes, shall have the following rights and obligations:
(a) (THOSE OF THE TRANSFEROR) all the rights and the obligations which the transferor previously had; and
(b) (THOSE UNDER MASTER TRUST DEED) all the rights and obligations of an A$ Noteholder as provided by this Master Trust Deed and the relevant Supplementary Terms Notice as if the transferee was originally a party to this Master Trust Deed and that Supplementary Terms Notice.
