Rights Upon Transfer Sample Clauses

Rights Upon Transfer. Any Partner that has Transferred all -------------------- or any portion of its Partnership Interest in accordance with this Agreement may execute, deliver and perform all such other agreements, documents, instruments and other writings as are contemplated by the Transfer, including, without limitation, powers of attorney, credit agreements, liens, mortgages, pledge agreements and financing statements (the "Transfer Documents"). Transfer Documents may include such rights and remedies as are agreed to among the parties to the Transfer and consented to by the Board of Directors, including, without limitation, information rights, restrictions on assumption of indebtedness, rights to distributions of the Partnership to the transferor, foreclosure rights and restrictions on voting and other rights. The Partners agree that the party in whose favor the rights and remedies are granted is authorized to exercise those rights and remedies.
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Rights Upon Transfer. No Transferee of Registrable Shares shall be entitled to have the shares transferred to it covered by the Registration Statement unless such Transferee agrees in writing to be bound by all of the provisions of this Holder Agreement applicable to such Holder and to return a properly completed and executed Registration Statement Questionnaire and Investment Suitability Questionnaire (the "Questionnaires") furnished by GraphOn.
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Rights Upon Transfer. No transfer, except as permitted under Subparagraph (a) above, shall entitle the transferee, during the continuance of the Company, to interfere or participate in the management of the business and affairs of the Company, to require any information or accounting of the Company's transactions, or to inspect the books of the Company; but it shall merely entitle the transferee to receive the share of profits to which the assigning Member would otherwise be entitled, and in the case of dissolution of the Company, to receive the return of contributions to which the assigning Member would be entitled.
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Rights Upon Transfer. Subject to any restrictions on transfer described in this Article 6, delivery of a Voting Trust Certificate, duly endorsed in blank, by the registered holder thereof shall vest title in, and all rights under, such certificate in the transferee to the same extent and for all purposes as would delivery under like circumstances of negotiable instruments payable to bearer.
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Rights Upon Transfer. A transferee of Shares from a Minority Stockholder shall not succeed to the rights of such Minority Stockholder pursuant to Section 1 hereof, except in the case of a transferee that is an Affiliate of such Minority Stockholder. A Minority Stockholder may transfer the rights of such Minority Stockholder pursuant to Section 4 hereof (x) to not more than three (3) transferees and (y) only to the extent that any such rights remain under Section 4(b) hereof, taking into consideration any requests which have been made to register shares of Common Stock under the Securities Act pursuant to such Section 4(b) prior to such transfer. A transferee of shares from a Minority Stockholder shall succeed to the rights of such Minority Stockholder pursuant to Section 3(h) hereof only if there has not been an Initial Public Offering and the requirements of subclause (x) in the immediately preceding sentence have been met; provided that, for all purposes of such provisions referred to in this sentence and the immediately preceding sentence such transferee shall become a Minority Stockholder and all references therein to Minority Stockholders shall include such transferee.
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Rights Upon Transfer. Any Partner that has Transferred all or any -------------------- portion of its Partnership Interest in accordance with this Agreement shall execute, deliver and perform all such other agreements, documents, instruments and other writings as are customary in such transactions or are contemplated by the Transfer, including, without limitation, powers of attorney, credit agreements, liens, mortgages, pledge agreements and financing statements (the "Transfer Documents") . Transfer Documents may include such rights and remedies as are agreed to among the parties to the Transfer and consented to by the Board of Directors, including, without limitation, information rights, restrictions on assumption of indebtedness, rights to distributions of the Partnership to the transferor, foreclosure rights and restrictions on voting and other rights. The Partners agree that the party in whose favor the rights and remedies are granted is authorized to exercise those rights and remedies.
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Rights Upon Transfer. (a) The Company may not Transfer (as defined below) any rights or interests in the Selected Businesses without first complying with this Section 5. (b) Except with the written consent of Manager, the Company shall not, at any time during the Management Period, Transfer (as defined below) any interest, whether legal, beneficial or equitable, in any of the Selected Businesses or their assets, rights, or interests, whether tangible or intangible, without requiring as a condition to such Transfer, that the Transferee (as defined below) agree to expressly assume the Company’s obligations under this Agreement (which assumption shall bind the Transferee to abide by the terms of this Agreement for the remainder of the Management Period, and, in any event, for a period of not less than 18 months after the date of Transfer), including the engagement of Manager’s services pursuant to the terms of this Agreement and payment to Manager of the Management Fees and Incentive Fees to which Manager is entitled under this Agreement. (c) Any purported or attempted Transfer which is not made in accordance with, or which violates any of, the provisions of this Agreement, shall be void and have no force or effect whatsoever. (d) For purposes of this Agreement, the term “Transfer” means any voluntary or involuntary transfer, whether by sale of assets or stock, merger, share exchange, assignment, exchange (other than transactions with customers of the Selected Businesses in the ordinary course of business).
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Rights Upon Transfer. Any assignee shall enter into an agreement with Itasca-Mantrap reflecting the terms of the new arrangements, which may or may not be the same terms as this Agreement. Upon any assignment of this Agreement pursuant to this Section 6, the Member will surrender all right, title and interest in and to this Agreement, and the Program shall no longer be available. No assignment will extend the Term of this Agreement.
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Rights Upon Transfer 
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Related to Rights Upon Transfer

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

  • Rights of First Offer (a) At any time or from time to time prior to a Qualifying Public Equity Offering, in the event that (x) at any time following the first anniversary of the date hereof (provided, however, that, prior to the second anniversary of the date hereof, such Rollover Investor does not in the good faith judgment of the Company jeopardize the "recapitalization" accounting treatment afforded the Company in the Recapitalization Merger), a Rollover Investor desires to Transfer, or (y) at any time following the date hereof, a HIP Co-Investor desires to Transfer, all or part of its Common Stock ("Offered Shares"), other than pursuant to Section 3.02(a), 3.02(d), 4.02 or 4.03 of this Agreement, such Rollover Investor or HIP Co-Investor (individually, an "Investor") shall give prompt written notice (an "Investor's Notice") of its desire to sell the Offered Shares to the Company and Sponsor. The Investor's Notice shall identify (i) the number of Offered Shares and (ii) all other material terms and conditions of the proposed Transfer including the purchase price and the form of the consideration. (b) The Company shall have the right, but not the obligation, to purchase all, but not less than all, the Offered Shares (the "First Option") on the same terms and conditions as set forth in the Investor's Notice, which option shall be exercised by delivering to such Investor irrevocable written notice of its commitment to purchase the Offered Shares within fifteen (15) business days after receipt of the Investor's Notice (the "Company Option Period"). Failure by the Company to give such notice within such fifteen (15) business day period shall be deemed an election by the Company not to purchase the Offered Shares. (c) In the event that the Company decides not to purchase the Offered Shares pursuant to Section 4.01(b), then Sponsor shall have the right, but not the obligation, to purchase all, but not less than all, the Offered Shares (the "Second Option") on the same terms and conditions as set forth in the Investor's Notice, which option shall be exercised by delivering to such Investor irrevocable written notice of its commitment to purchase the Offered Shares within ten (10) business days after the termination of the Company Option Period (the "Sponsor Option Period"); provided that Sponsor may, at its sole option, assign its rights to purchase an Investor's Offered Shares pursuant to this Section 4.01 to another Shareholder or a Permitted Transferee of Sponsor (such person an "Assignee"); provided that if the Assignee is a HIP Co-Investor, each HIP Co-Investor will be able to participate in such assignment on a pro rata basis. Failure by Sponsor or its Assignee to give such notice within such ten (10) business day period shall be deemed an election by Sponsor or its Assignee not to purchase the Offered Shares. (d) Delivery of written notice by the Company, Sponsor or its Assignee accepting the First Option or the Second Option, as the case may be, shall constitute a contract between the Company, Sponsor or its Assignee, on the one hand, and such Investor on the other hand, for the purchase and sale of the Offered Shares on the terms and conditions set forth in the Investor's Notice. The purchase of any shares pursuant to the exercise of the First Option or the Second Option, as the case may be, shall be completed not later than forty-five (45) days following receipt of the Investor's Notice with respect to the Offered Shares, subject to receipt of any required material third-party or governmental approvals, compliance with applicable laws and the absence of any injunction or similar legal order preventing such transaction (collectively, the "Conditions") in which case the purchase of the Offered Shares shall be delayed pending the satisfaction of the Conditions up to an additional thirty (30) days. As a condition to entering into the contract referred to above, the Company, Sponsor and its Assignee will agree to use commercially reasonable efforts to satisfy the Conditions as soon as possible. In the event that neither the First Option nor the Second Option is exercised, the Investor shall have the right for a period of seventy-five (75) days after the termination of the Sponsor Option Period to Transfer (the "Investor Sale") the Offered Shares at a price not less than ninety percent (90%) of the price contained in, and otherwise on terms and conditions no less favorable to such Investor than those set forth in, the Investor's Notice, except that the purchase of the Offered Shares may be delayed up to an additional thirty (30) days pending satisfaction of the Conditions; provided that the Transferee agrees to execute a Joinder Agreement. If the Investor Sale is not consummated pursuant to the terms of the immediately preceding sentence, the Investor will not effect Transfer of any of the Offered Shares without commencing de novo the procedures set forth in this Section 4.01.

  • Transfer of Rights of First Refusal The rights of first refusal of each Major Investor under this Section 4 may be transferred to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.10.

  • Conditions Upon Issuance of Shares Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with Applicable Law, with such compliance determined by the Company in consultation with its legal counsel.

  • Rights Upon Termination Except as expressly provided in Section 6, upon the termination of the Executive’s Employment pursuant to this Section 5, the Executive shall only be entitled to the compensation, benefits and reimbursements described in Sections 2, 3 and 4 for the period preceding the effective date of the termination. The payments under this Agreement shall fully discharge all responsibilities of the Company to the Executive.

  • Fees and Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties.

  • Right of First Refusal (a) The Shares acquired pursuant to the exercise of this Option may be sold by the Optionee only in compliance with the provisions of this Section 7, and subject in all cases to compliance with the provisions of Section 6(b) hereof. Prior to any intended sale, Optionee shall first give written notice (the “Offer Notice”) to the Company specifying (i) his or her bona fide intention to sell or otherwise transfer such Shares, (ii) the name and address of the proposed purchaser(s), (iii) the number of Shares the Optionee proposes to sell (the “Offered Shares”), (iv) the price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the proposed sale. (b) Within thirty (30) days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a higher price and on the terms and conditions set forth in the Offer Notice; provided, however, that such sale or other transfer must be consummated within sixty (60) days from the date of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 7. (c) The Optionee may transfer all or any portion of the Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the right of first refusal set forth in this Section 7, provided that the Shares so transferred shall remain subject to the terms and conditions of this Option Agreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) Any Successor of Optionee pursuant to Section 5 hereof, and any transferee of the Shares pursuant to this Section 7, shall hold the Shares subject to the terms and conditions of this Option Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • Transfer or Assignment of Registration Rights The rights to cause the Company to register securities granted to a Holder by the Company under this Section 1 may be transferred or assigned by a Holder only to a transferee or assignee of not less than twenty-five thousand (25,000) shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like), provided that the Company is given written notice at the time of or within a reasonable time after said transfer or assignment, stating the name and address of the transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, and, provided further, that the transferee or assignee of such rights assumes in writing the obligations of such Holder under this Section 1.

  • Termination and Waiver of Rights of First Refusal The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

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