Transfer by Legal Process Sample Clauses

Transfer by Legal Process. (a) Upon any involuntary transfer of all or any part of the Executive Shares pursuant to a levy of execution, foreclosure of pledge, garnishment, attachment, divorce decree or other legal process (other than a transfer upon Executive's death or Disability to Executive's Personal Representative or the beneficiaries of Executive's estate, provided that the transferee(s) comply with Section 9.3 of this Agreement), the transferee(s) of such acquired Executive Shares or any successor in title to such Executive Shares shall offer such Executive Shares for sale to the Company. Such offer shall be made in writing and shall disclose the terms and conditions of the acquisition of such Executive Shares by the transferee(s) of, or the successor(s) in title to, such Executive Shares.
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Transfer by Legal Process. Upon any involuntary transfer of all or any portion of the Units of a Member pursuant to a levy of execution, foreclosure of pledge, garnishment, attachment, divorce decree, bankruptcy or other legal process (or by operation of law resulting from the death, disability, liquidation, dissolution or winding up of a Member), such Member shall cease to be a Member, but any successor in title to the transferred Units shall have no right to become a Member or vote in any Company matters unless admitted as a Member by written unanimous consent of the other Members. If such successor does not become a Member, such successor shall be merely an assignee within the meaning of Section 18-702(b) of the Act.
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Transfer by Legal Process. Upon any involuntary transfer of all or any portion of the Percentage Interest of a Member pursuant to a levy of execution, foreclosure of pledge, garnishment, attachment, divorce decree, bankruptcy or other legal process (or by operation of law resulting from the death, disability, liquidation, dissolution or winding-up of a Member), such Member shall cease to be a Member with respect to any Percentage Interest so transferred, and the transferee shall have no right to become a Member or vote in any Company matters unless admitted by the affirmative vote of Members who hold at least a majority of the Percentage Interests (other than the Percentage Interest so transferred), and subject to compliance with the provisions of Section 7.4. If the transferee does not become a Member, the transferee shall be merely an assignee with the rights described in Section 16-702(b) of the Act.
Sample 1
Transfer by Legal Process. Upon any involuntary transfer of all or any portion of the Shares of a Member pursuant to a levy of execution, foreclosure of pledge, garnishment, attachment, divorce decree, bankruptcy or other legal process (or by operation of law resulting from the death, disability, liquidation, dissolution or winding-up of a Member), (i) such Member shall cease to be a Member with respect to any Shares so transferred, (ii) the Shares that are so transferred shall, in the hands of the transferee, be subject to the purchase rights described in Section 9.9, treating the transferee as the Transferring Person for such purposes. If the Company and the Members do not purchase the transferred Shares pursuant to Section 9.9, and the transferee shall have no right to become a Member or vote in any Company matters unless admitted by the affirmative vote of Members who hold at least a majority of the Shares (other than the Shares so transferred), and subject to compliance with the provisions of Section 9.4. If the transferee does not become a Member, the transferee shall be merely an assignee with the rights described in Section 18-702(b) of the Act.
Sample 1
Transfer by Legal Process. Upon any involuntary transfer of all or any portion of the Units of a Member pursuant to a levy of execution, foreclosure of pledge, garnishment, attachment, divorce decree, bankruptcy, or similar legal process (or by operation of law resulting from the death, disability, liquidation, dissolution or winding-up of a Member), such Member shall cease to be a Member with respect to any Units so transferred and the transferee shall have no right to become a Member or vote in any Company matters unless admitted with the written consent of the Manager, and subject to compliance with the provisions of SECTION 8.4.
Sample 1
Transfer by Legal Process. Upon any involuntary Transfer of all or any portion of the Units of a Member pursuant to a levy of execution, foreclosure of pledge, garnishment, attachment, divorce decree, bankruptcy or other legal process (or by operation of law resulting from the death, disability, liquidation, dissolution or winding-up of a Member), such Member shall cease to be a Member, but any successor in title to the transferred Units shall have no right to become a Member except in compliance with Section 9.4. If such successor does not become a Member, such successor shall be merely an assignee within the meaning of Section 18-702(b)(1) of the Act.
Sample 1
Transfer by Legal Process. Upon any involuntary transfer of all or any portion of the Units of a Member pursuant to a levy of execution, foreclosure of pledge, garnishment, attachment, bankruptcy or other legal process (or by operation of law resulting from the liquidation, dissolution or winding-up of a Member), (i) such Member shall cease to be a Member with respect to any Units so transferred and (ii) the Units that are so transferred shall, in the hands of the transferee, be subject to the purchase rights described in Section 9.5, treating the transferee as the Transferring Person for such purposes. If the Company and the Members do not purchase the transferred Units pursuant to Section 9.5, the transferee shall have no right to become a Member or vote in any Company matters unless admitted by the affirmative vote of all of the Members other than the Member transferring or proposing to transfer all or any part of its Units, and subject to compliance with the provisions of Section 9.4.
Sample 1
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Transfer by Legal Process. Upon any involuntary transfer of all or any part of the Issued Units by reason of sale pursuant to a levy of execution, foreclosure of pledge, garnishment, attachment, divorce decree, or other legal process, the Company shall have the option to purchase all or any part of the Issued Units owned by the transferee(s) of such acquired Issued Units or any successor in title to such Issued Units. The transferee(s) of such acquired Issued Units or any successor in title to such Issued Units shall offer to sell to the Company all of the Issued Units owned by the Issued Unit Holder or transferee(s) or successor(s) and subject to such involuntary transfer, and all Issued Units acquired following such involuntary transfer, on the terms and conditions hereinafter contained.
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Transfer by Legal Process 
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Related to Transfer by Legal Process

  • Legal Process (i) In the event (A) DTI directly receives a Legal Process Item (as defined below) that has been properly served, (B) a Fund receives a Legal Process Item that has been properly served and delivers the Legal Process Item to DTI, or (C) a Fund accepts service of a Legal Process item that has not been properly served and elects to deliver the Legal Process Item to DTI for processing, then in all such cases DTI shall take the actions that are appropriate for the Legal Process Items, including without limitation furnishing information and documentation, redeeming Shares and disbursing the proceeds, placing transactional restrictions on and removing transactional restrictions from accounts, seeking to limit or reduce by any reasonable means the scope and coverage of a Legal Process Item and seeking an extension of the period to respond, all by the response date specified in the Legal Process Item, or by the response date indicated by an applicable extension.

  • Cooperation in Legal Proceedings During the Employment Period and for a period equal to three (3) years from the effective date of the termination of Executive’s employment, Executive shall, upon reasonable notice, furnish such cooperation, information and assistance to the Bank as may reasonably be required by the Bank or any Affiliate of the Bank in connection with any pending or threatened judicial, administrative or arbitration proceeding or any investigation that is based on events or circumstances in which Executive had personal knowledge or involvement and in which the Bank or any of its Affiliates is or may become a party or target, except for proceedings instituted against Executive by the Bank or any governmental or regulatory authority, or proceedings instituted by Executive against the Bank to enforce the terms of this Agreement or any other duties or obligations of the Bank to Executive. The Bank, or if applicable, its Affiliate, shall reimburse Executive for all reasonable costs and expenses incurred by Executive in providing such cooperation, information and assistance. Unless Executive’s appearance is compelled by a court order or other legal process, Executive shall not be obligated to devote more than two (2) days per calendar month in fulfilling his obligations under this Section 8(d), and the Bank or its Affiliate shall make reasonable accommodations to avoid interfering with any duties that Executive may then have to any client or other employer. Notwithstanding anything to the contrary in this Section 8(d) or this Agreement, while Executive will be encouraged to voluntarily provide sworn testimony where appropriate, Executive shall have no duty to provide sworn testimony in any judicial, arbitration or discovery proceeding except as may be required by any rule of procedure, subpoena or judicial process applicable to or enforceable against Executive, and in no case shall Executive be required to provide any testimony that, in the judgment of Executive, might or could expose him to civil liability or compromise his privilege against self incrimination. Any testimony given by Executive in such a proceeding shall be truthful, but in no event shall the content of any testimony given by Executive in such a proceeding constitute a breach of this Section 8(d) or any other provision of this Agreement. Executive may condition his providing of assistance and testimony hereunder on his receipt of an undertaking from the Bank that it will indemnify him for such actions to the fullest extent permitted by applicable law.

  • No Legal Prohibition No Governmental Authority of competent jurisdiction shall have (i) enacted, issued or promulgated any Law that is in effect as of immediately prior to the Effective Time and has the effect of making the Merger illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Merger, or (ii) issued or granted any Order that is in effect as of immediately prior to the Effective Time and has the effect of making the Merger illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Merger (collectively, a “Restraint”).

  • No Legal Proceedings No suit, action or other legal or administrative proceedings before any court or other governmental agency shall be pending or threatened seeking to enjoin the consummation of the Transactions contemplated hereby.

  • Litigation and Legal Proceedings Except as disclosed on Schedule 3.11, there is no litigation, claim, investigation, administrative proceeding, labor controversy or similar action that is pending or (to the best of each Borrower's knowledge and information after due inquiry) threatened against any Borrower or its properties that, if adversely resolved, could reasonably be expected to have or cause a Material Adverse Effect.

  • No Legal Impediment to Sale No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the sale of the Shares; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the sale of the Shares.

  • Legal Proceedings, Etc There are no unsatisfied liabilities for Taxes with respect to any notice of deficiency or similar document received by the Company or any Subsidiary with respect to any Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Company or a Subsidiary and with respect to which adequate reserves for payment have been established).

  • Legal Proceeding “Legal Proceeding” shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.

  • Absence of Legal Proceedings The absence of any action, suit, investigation or proceeding (other than the Bankruptcy Cases) pending in any court or before any arbitrator or governmental instrumentality which could reasonably be expected to have a Material Adverse Effect.

  • Cooperate in Legal Proceedings Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

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