Transfer by Certain Franchisees to Affiliates Sample Clauses

Transfer by Certain Franchisees to Affiliates. Immediately upon completion of the transactions contemplated hereby, certain of the Franchisees shall, and hereby do, transfer, assign and convey (i) such Franchisee's units of non-voting membership interests in the Company issued pursuant to this Agreement and (ii) all of the rights of such Franchisee under Section 9.1 hereof to the person designated next to such Franchisee's name on Exhibit "A" attached hereto as such Franchisee's "Immediate Transferee." All Immediate Transferee's of a Franchisee shall be an affiliate of such Franchisee. If there is no Immediate Transferee designated next to any Franchisee's name on Exhibit "A" attached hereto, then such Franchisee is not transferring its units of non-voting membership interests in the Company issued pursuant to this Agreement to any person pursuant to the provisions of this Section 9.3. To avoid unnecessary issuance and cancellation of certificates, the initial certificates evidencing those units of non-voting membership interests in the Company being issued to the Franchisees who are transferring those shares to an Immediate Transferee, may be initially issued to the Immediate Transferee.
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Related to Transfer by Certain Franchisees to Affiliates

  • Conditions to Permitted Transfers A Transfer shall not be treated as a Permitted Transfer under Section 10.2 hereof unless and until the following conditions are satisfied:

  • Transfers to Affiliates Notwithstanding the provisions of Section 7.1, a Partner may, without the consent of the other Partner, Transfer all or a portion of its Interest to an Affiliate of such Partner, so long as such Affiliate is admitted to the Partnership as a Partner pursuant to Section 7.3, and provided further that such Affiliate is not a Benefit Plan Investor.

  • Delegation to Affiliates The Borrower and the Lenders agree that the Agent may delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Agent is entitled under Articles IX and X.

  • Transfers to Permitted Transferees Prior to the transfer of Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), the Executive shall deliver to Investors a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Units transferred to such Person will continue to be Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Units in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and Investors shall not record such transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.

  • Restrictions on Public Sale by the Company The Company agrees not to effect any public sale or distribution of any of its securities, or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-4 or S-8 or any successor thereto), during the period beginning on the effective date of any Registration Statement in which the Designated Holders of Registrable Securities are participating and ending on the earlier of (i) the date on which all Registrable Securities registered on such Registration Statement are sold and (ii) 120 days after the effective date of such Registration Statement (except as part of such registration).

  • Performance by Affiliates Each Party may discharge any obligations and exercise any right hereunder through any of its Affiliates. Each Party hereby guarantees the performance by its Affiliates of such Party’s obligations under this Agreement, and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a Party’s Affiliate of any of such Party’s obligations under this Agreement shall be deemed a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party’s Affiliate.

  • 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.

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that the Company may assign its rights and delegate its duties hereunder to any surviving or successor corporation in connection with a merger or consolidation of the Company with another corporation, or a sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation, without the prior written consent of the Required Investors, after notice duly given by the Company to each Investor.

  • Transfer to Affiliates For the avoidance of doubt, transfer of employment among the Company and any of its Affiliates shall not constitute a termination of employment for purposes of this Award.

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the Preliminary Prospectus or the Prospectus and is not so described.

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