STATUS AND TRANSFER Sample Clauses

STATUS AND TRANSFER. 2.1 The obligations of the Issuer arising under the Note constitute general unsubordinated, direct, unconditional unsecured obligations of the Issuer and shall at all times rank equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer except for obligations accorded preference by mandatory provisions of applicable law. No application will be made for a listing of the Note on any stock exchange. 2.2 Subject to the prior written approval of the board of directors of the Issuer (“Board”), the Note (in whole or in part) may be transferred to any person. The decision of the Board shall for all purposes be final, conclusive and binding on the Noteholder. 2.3 Notwithstanding anything herein to the contrary, the Noteholder may transfer the whole (but not part) of the Note to its Affiliate for the purpose of internal reorganisation only. 2.4 In relation to any assignment or transfer of the Note permitted under or otherwise pursuant to this Condition 2: (a) The Note may only be transferred by execution of a form of transfer (“Transfer Form”) which shall be in a form previously agreed between the Issuer and the Noteholder by the transferor and the transferee (or their duly authorised representatives). In this Condition, “transferor” shall, where the context permits or requires, include joint transferors or can be construed accordingly. (b) The Certificate of the Note must be delivered to the Issuer accompanied by: (i) a duly executed (and if required, duly stamped) Transfer Form; and (ii) in the case of the execution of the Transfer Form on behalf of a corporation by its officers, the authority of that person or those persons to do so and a copy of the constitutional document of such corporation. The Issuer shall, within three (3) Banking Days of receipt of such documents from the Noteholder, cancel the existing Certificate and issue a new certificate under the seal of the Issuer, in favour of the transferee or assignee in respect of the Note (or the transferred or assigned part of the Note) as applicable and, if the Note is assigned or transferred in part only, issue a new certificate under the seal of the Issuer, in favour of the transferor in relation to the part of the Note not assigned or transferred. 2.5 Any legal and other costs and expenses incurred by the Issuer in connection with any transfer or assignment of the Note or any request therefor shall be borne by the Noteholder.
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STATUS AND TRANSFER. (a) The obligations of the Company arising under the Bond constitute general, secured obligations of the Company, and will rank senior, in respect of right of receipt of interest and repayment of principal, to the Company’s preferred Shares. (b) The Bond is not transferable except with the prior written approval of the Company. Subject to the foregoing, the Bond may be assigned or transferred in multiple(s) of US$10,000,000. (c) Subject to above 2(b), the Bond may be transferred by execution of a form of transfer (the “Transfer Form”) as set out in Exhibit A hereto, which is in a form designated by the Company under the hand of the transferor and the transferee (or their duly authorized representatives) or, where either the transferor or transferee is a corporation, under its common seal (if any) and under the hand of one of its officers duly authorized in writing or otherwise executed by a duly authorized officer
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STATUS AND TRANSFER. 2.01 The obligations of the Issuer arising under these Notes constitute general, unsecured obligations of the Issuer and will rank equally among themselves, pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer except for obligations accorded preference by mandatory provisions of applicable law. No application will be made for a listing of the Notes on any stock exchange. 2.02 Subject to all applicable laws and regulations, the Notes may not be transferred or assigned, either in part or in whole, without the prior written consent of the Issuer (which consent shall however not be unreasonably withheld) unless the transfer satisfies the following condition:- (a) At any time before the Maturity Date if the Notes are transferred to any other company under the same ultimate control as the Notes holder with the beneficial ownership of the Notes being transferred to a company under the same ultimate control as the beneficial owner of the Notes before the relevant transfer, or any successor organization created by any group reorganization. 2.03 For the purpose of this Condition 2, any change in:- (a) the beneficial ownership of the Notes (whether or not the registered holder of the Notes are changed); or (b) the ultimate control of the Notes holder shall be regarded as a transfer of the Notes, and the Notes holder shall procure that the conditions, requirements and other provisions regarding transfer under this Condition 2 shall be followed and complied with by the beneficial owner of the Notes and by its ultimate beneficial shareholder accordingly.
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STATUS AND TRANSFER. 2.1 The obligations of the Company arising under the Convertible Bond constitute direct, general, unconditional, unsubordinated and unsecured obligations of the Company and rank, and shall rank equally among themselves and pari passu and rateably without any preference among themselves, and with all other present and future, unsecured and unsubordinated obligations of the Company except for obligations accorded preference by mandatory provisions of applicable law. The Convertible Bond is issued subject to the terms of the Conditions and in registered form. The Certificate as referred to in the Schedule hereto shall be issued to the Bondholder. No application will be made for a listing of the Convertible Bonds on any stock exchange. 2.2 The Bondholder shall (except as otherwise required by law) be treated as absolute owner of the Convertible Bond for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will be liable for so treating the Bondholder. 2.3 The Convertible Bond or any part(s) thereof may be assigned or transferred to any third party, subject only to compliance of Conditions 2.4 and 2.5 and further subject to the conditions, approvals, requirements and any other provisions of or under: (a) the Stock Exchange or their rules and regulations; and (b) all applicable laws and regulations, provided that the Convertible Bond (or any part thereof) shall not be assigned or transferred to a connected person of the Company without prior written consent of the Company. 2.4 Any assignment or transfer of the Convertible Bond shall be in respect of the whole or any part (in the minimum amount of HK$1,000,000 or whole multiple thereof) of its outstanding principal amount. Title to the Convertible Bond passes only on registration on the Register (as defined below) and only the registered holder is entitled to payment on the Convertible Bond in respect of which the Certificate is issued. The Company shall use all reasonable endeavours to facilitate any such assignment or transfer of the Convertible Bond, including making any necessary applications to the Stock Exchange for approval, if required. The Company will cause to be kept by the Registrar a register on which shall be entered the names and addresses of the holders of all the Convertible Bonds and the particulars of the Convertible Bonds held by them a...
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STATUS AND TRANSFER. 3 5. CONVERSION......................................................... 4 6.
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STATUS AND TRANSFER. 4.1 The obligations of the Company arising under the Note constitute general, unsecured obligations of the Company and rank equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Company except for obligations accorded preference by mandatory provisions of applicable law. No application will be made for a listing of the Note. 4.2 The Note is transferable in whole and not in part to any wholly-owned Subsidiaries of the Noteholder subject to prior notification to the Company but not to any third parties. 4.3 Any assignment or transfer of the Note shall be in respect of the whole and not in part of the outstanding principal amount of the Note. Title to the Note passes only upon the cancellation of the existing certificate and the issue of a new certificate in accordance with Clause 4.4. The Noteholder will (except as otherwise required by law) be treated as the absolute owner of the Note for all purposes (whether or not overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the certificates issued in respect of them) and no person will be liable for so treating the Noteholder. 4.4 A Note may be transferred by delivery to the Company of a duly executed Transfer Form together with the certificate for the Note being transferred. The Company shall, within five (5) Business Days of receipt of such documents from the Noteholder, cancel the existing Note, issue a new Note and certificate in respect thereof under the seal of the Company in favour of the transferee or assignee as applicable. 4.5 Any legal and other costs and expenses which may be incurred by the Company in connection with any transfer or assignment of the Note or any request thereof shall be borne by the transferor.
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STATUS AND TRANSFER. (a) The obligations of the Company arising under the Notes constitute general, direct, unsubordinated and secured obligations of the Company and rank, and will rank, equally among themselves and senior with all other present and future obligations of the Company except for obligations accorded preference by mandatory provisions of applicable law. No application will be made for a listing of the Notes. (b) A Note may be assigned or transferred by the Noteholder, subject to the provisions set forth in sections 3.2 and 3.5 of the Investors’ Rights Agreement. A Note to be transferred pursuant to this Condition 3(b) shall be accompanied by a deed of adherence in the form of Annex A to these Conditions, each duly executed by the Noteholder and the transferee or their respective duly authorized attorney. (c) A Note may be assigned by the Company to the Listco for the purpose of achieving the Listing without consent of the Noteholder. (d) The Company shall maintain and keep a full and complete register of the Notes at such location in Hong Kong as it shall from time to time determine and the Noteholders from time to time and recording any conversion and/or cancellation of the Notes and the destruction of any replacement Notes issued in substitution for any mutilated, defaced, lost, stolen or destroyed Notes and of sufficient identification details of the Noteholders from time to time holding the Notes. The Company shall further procure that such registered information shall be made available to any Noteholder at all reasonable times.
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STATUS AND TRANSFER 
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Related to STATUS AND TRANSFER

  • Payment and Transfer Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds. All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (ii) shall be transferred on the book-entry system of a Federal Reserve Bank, or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer.

  • Exchange and Transfer Upon surrender at the corporate trust office of the Warrant Agent, Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants and the transfer of Warrants may be registered in whole or in part; provided that such other Warrant Certificates shall evidence the same aggregate number of Warrants as the Warrant Certificates surrendered for exchange or registration of transfer. The Warrant Agent shall keep, at its corporate trust office, books in which it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office for exchange or registration of transfer, properly completed and duly endorsed and duly signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed (under the Medallion Program) by (a) a bank or trust company, (b) a broker or dealer that is a member of the NASD or (c) a member of a national securities exchange and accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent. No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or registration of transfer. Whenever any Warrant Certificates are surrendered for exchange or registration of transfer, an authorized officer of the Warrant Agent shall mutually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificate duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or registration of transfer that will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or registration of transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations and entitled to the same benefits under this Agreement as the Warrant Certificates surrendered for such exchange or registration of transfer.

  • Ownership and Transfer Except as expressly permitted by or pursuant to this Agreement or the other Loan Documents, own any property of any kind other than the Mortgaged Property, or Transfer any Mortgaged Property or any portion thereof.

  • Succession and Transfer Each and all of the provisions of this Agreement are binding upon and inure to the benefit of the Company and the Recipient and their permitted successors, assigns and legal representatives.

  • Repatriation and Transfer 1. Upon fulfillment of all tax obligations, each Contracting Party shall permit in good faith all transfers related to an investment to be made freely and without delay into and out of its territory. Such transfers include: (a) the initial capital and additional amounts to maintain or increase investment, (b) returns, (c) proceeds from the sale or liquidation of all or any part of an investment, (d) compensation pursuant to Article 6 and 7,

  • Assignment and Transfer The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

  • PROMOTION AND TRANSFER 9:1 Employees may file requests, in writing, for promotion to the Working Xxxxxxx classification or for a Employees may file requests, in writing, for promotion to the Working Xxxxxxx classification or for a transfer to a new location in their present classification with the Office of the Company. Whenever a vacancy occurs, the Company will, before filling such vacancy, first give consideration to such requests and the following factors being sufficient give preference on the basis of seniority. (a) Company shall give consideration to applications for promotion and transfer to vacancies on the basis of seniority, ability, licenses, disciplinary history within the previous nine (9) months and qualifications. 9:2 Requests for promotion or transfer shall expire at the end of six (6) months from the time of receipt by Company unless the Company has within the six (6) month period, received a request for extension. If such request for promotion or transfer is offered and the employee refuses, the request becomes null and void and he/she shall resubmit his/her request no sooner than six (6) months after the original request. 9:3 Company may either promote a lower classification or transfer an employee in the same classification, if a job is not filled under Section 9:1. 9:4 Whenever a temporary vacancy occurs in any job classification, the Company may fill it by appointment. If practicable, the Company shall fill such vacancy with the senior qualified employee in the next lower classification within the headquarters. Temporary vacancies shall be those vacancies caused by the absence of an employee due to industrial injury, leave of absence, vacation or sick leave and additional jobs which the Company contemplates will be of ninety (90) days’ duration or less. 9:5 Whenever the Company establishes a new headquarters or additional crews, employees within that geographical division shall be notified a sufficient time in advance to enable them to file a request for transfer or promotion to the new headquarters or crew. The Supervisor in the geographical area will notify the area Business Representative of new crew locations. 9:6 Employees who accept a promotion to a new headquarters will indicate in writing that he understands that acceptance of the promotion establishes him in a new permanent headquarters without lodging.

  • Payments and Transfers 1. Except under the circumstances envisaged in Article 7.17 a Party shall not apply restrictions on international transfers and payments for current transactions relating to its specific commitments. 2. Nothing in this Chapter shall affect the rights and obligations of the Parties as members of the International Monetary Fund under the Articles of Agreement of the Fund, including the use of exchange actions which are in conformity with the Articles of Agreement, provided that a Party shall not impose restrictions on any capital transactions inconsistently with its specific commitments regarding such transactions, except under Article 7.17 or at the request of the Fund.

  • Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • Promotions and Transfers Professional staff are eligible for a promotion which occurs when there is a vacancy at a higher level for which they are qualified. The announcement of the position vacancy will include a description of the position, a detailed outline of expected educational and professional requirements and the salary range for the position. Staff members may bid online on any open position for which they qualify provided those positions are not being reserved for staff members affected by a layoff or intradepartmental postings. All regular vacant negotiations unit positions will be posted on the University Hospital website. The announcement of the position vacancy will be posted daily online. Interested internal candidates are to apply online. Computer Kiosks for the purpose of accessing job vacancies will be available at each Human Resources Office. Beginning thirty (30) days after ratification of this agreement, each internal applicant within a department who applies during the first five (5) days of posting for a higher classification within the same department, as identified on the position posting, shall be interviewed. Each internal candidate will be notified in writing of the decision with respect to his or her candidacy on a timely basis. This decision will indicate: 1.) that the applicant has been offered the position, or 2.) that the applicant has not been offered the position, including a reason for such decision. The Hospital agrees that seniority and all other relevant criteria will be taken into consideration in the selection of internal applicants for a position. Any dispute regarding this paragraph shall be grievable to Step Two of the grievance procedure with the decision at Step Two being final and binding. Transfer in status or classification shall not delay the use of entitled benefits. At the time of promotion, a staff member shall be provided the opportunity to negotiate his/her salary increase and shall receive written notice of final salary offer. Acceptance of the position constitutes acceptance of the salary, and the amount of the promoted staff member’s salary shall not be subject to the grievance procedure. This provision shall not result in any promoted staff member being placed off guide. Voluntarily transferred and promoted staff members shall serve a ninety (90) calendar day probationary period, subject to a ninety (90) calendar day extension. Time spent on an authorized leave shall not count towards the probationary period. Reclassifications and Involuntary transfers within a Department do not serve a probationary period. Such staff member shall retain all benefits and rights pertaining to negotiations unit members, including access to the grievance procedure, except for the decision concerning the outcome and disposition of their probation period. At any time prior to the end of probation, the staff member may return to his/her former position, provided that it is still available. If an employee opts to return to his or her former position, the employee may not bid on another position for six months. Should the staff member fail probation, the Hospital shall return the staff member to his/her former position if it is still available. Should the staff member’s position not be available, the employee may be offered a vacant position to the classification of the former title held by the employee before the promotion, if one exists at University Hospital. If the vacant position is in a different department, the employee must serve a 90 calendar day probation period. If not, the employee will be placed on the recall list for one year.

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