Transfer by Operation of Law. In the event a Partner shall be party to a merger, consolidation or similar business combination transaction with another Person or sell all or substantially all its assets to another Person, such Partner may transfer all or part of its Partnership Interests to such other Person without the approval of any other Partner.
Transfer by Operation of Law. In the event a Member shall be party to a merger, consolidation or similar business combination transaction with another Person or sell all or substantially all its assets to another Person, such Member may transfer all or part of its Company Interests to such other Person without the approval of any other Member.
Transfer by Operation of Law. In the event a Member shall be party to a merger, consolidation or similar business combination transaction with a third party or sell all or substantially all its assets to a third party, such Member may Transfer all (but not part) of its Membership Interests to such third party; provided, however, that such Member shall not be permitted to Transfer its Membership Interests to such third party as aforesaid if the purpose or intent of such merger, consolidation, similar business combination transaction or sale is to circumvent or avoid the application of Sections 10.01(c) and 10.04 to the Transfer of such Member’s Membership Interests to such third party.
Transfer by Operation of Law. In event Lessee or any part thereof come into possession of any receiver, assignee, trustee in bankruptcy, sheriff, or other officer, by and through any court process, or by operation of law, Lessor may at his option terminate this lease at any time thereafter by notice to said Lessee and may accept rent from such receiver, trustee, assignee or officer without affecting or impairing his rights to terminate this lease at any time thereafter or impairing any other right of Lessor under this lease.
Transfer by Operation of Law. Any transfer, either voluntarily or involuntarily or by operation of law or otherwise, not expressly consented to by Landlord shall be null and void and shall, at Landlord’s option, be a Default hereunder which at the option of Landlord shall permit Landlord to terminate this Lease without relieving Tenant or Tenant’s guarantor of any of its obligations hereunder for the balance of the Term. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or the termination thereof by Landlord pursuant to any provision contained herein, shall not work a merger and shall, at the option of Landlord, terminate all or any existing franchises, concessions, licenses, permits, subleases, subtenancies, departmental operating arrangements or the like, or may, at the option of Landlord, operate as an assignment to Landlord of the same.
Transfer by Operation of Law. Any assignment or transfer of the lease by operation of law or any issuance, sale or transfer of a sufficient number of shares of stock in Lessee to result in a change in control of Lessee shall be deemed an assignment of this Lease for purposes of this section; provided, however, that nothing in this section shall be deemed to require such consent solely as a result of issuance, transfer or sale of shares among the existing stockholders of Lessee; transfer of shares by devise or descent upon the death of any existing stockholder; merger of Lessee into any parent or subsidiary corporation of Lessee or sale of all of Lessee’s stock to any such parent or subsidiary corporation.
Transfer by Operation of Law. (a) In the event of any Transfer of Units of a Member by operation of law (the “OL Transferred Units”), including but not limited to the filing of a petition in bankruptcy under the Bankruptcy Code by or against the transferring Member or any appointment of a receiver of assets, the transferring Member and the transferee, as applicable, shall give immediate notice thereof to the Company and the other Members, stating the date and circumstances of such transfer and the name and address of the transferee or proper party in interest (the “OL Transfer Notice”). The Company shall have the right, but not the obligation, to purchase all, but not less than all, of the OL Transferred Units. The option to purchase shall be exercisable at the purchase price determined pursuant to Section 5.10(b) by giving written notice (the “OL Exercise Notice”) with a copy to the transferee of the OL Transferred Units no later than thirty (30) days after the receipt of the OL Transfer Notice. If such option is not timely exercised, the other Members shall have the option to purchase all, but not less than all, of the OL Transferred Units at the same price and on the same terms as the Company by giving an OL Exercise Notice, with a copy to the transferee of the OL Transferred Shares, within sixty (60) days after the receipt of the OL Transfer Notice. Such right to purchase shall be allocated pro rata (based on their respective Percentage Interests) among the Members who have timely exercised their respective options. Any purchase hereunder shall be consummated within thirty (30) days after the latest of such OL Exercise Notices unless otherwise agreed in writing by the parties to the purchase.
Transfer by Operation of Law. This prohibition against assigning or subletting shall be construed to include a prohibition against any transfer of an interest and any assignment or subletting by operation of law unless Landlord subsequently agrees and no interest of Tenant in this Lease shall be assignable or sublet by operation of law, including without limitation, the transfer of this Lease by tenancy. However, nothing in this paragraph shall prohibit the assignment or subletting of the premises by operation of law to the estate of a deceased Tenant.
Transfer by Operation of Law. If any Stockholder makes a general assignment for the benefit of creditors, is adjudged a bankrupt, becomes insolvent or in any manner transfers by operation of law (other than as a result of death or any merger or consolidation to which the Company is a party) shares of Common Stock, or any part thereof, such Stockholder will be deemed thereby to have made the Offer to sell all of his shares of Common Stock in accordance with the provisions of Section 2 of this Agreement and the Offering Date will be deemed to be the date of receipt by the Company of written notice of any such assignment, adjudgment, insolvency or transfer. If the Company, pursuant to Section 6.1.1 of this Agreement, elects not to purchase any or all of such Stockholder’s shares of Common Stock, and the Remaining Stockholders do not purchase all of such unpurchased shares of Common Stock pursuant to the Offer, each within the time periods set forth in Section 6.1 of this Agreement, then the Offer will be deemed a continuing offer thereafter and the Company may accept the Offer at such time as it believes to be appropriate, subject to applicable legal restraints. Upon subsequent acceptance of the Offer by the Company, the Offering Date will be deemed to be the date of such acceptance; provided, however, that if the Offer is subsequently accepted by the Company within six (6) months of the time it was originally made, the valuation of the shares of Common Stock will be made as if the Offer had been accepted on the Offering Date.
Transfer by Operation of Law. If any Transferee Stockholder makes a general assignment for the benefit of creditors, is adjudged a bankrupt, becomes insolvent or in any manner transfers by operation of law (other than as a result of death or any merger or consolidation to which the Company is a party) shares of Common Stock, or any part thereof, such Transferee Stockholder will be deemed thereby to have made the Offer to sell all of his shares of Common Stock in accordance with the provisions of Section 2 of this Agreement and the Offering Date will be deemed to be the date of receipt by the Company of written notice of any such assignment, adjudgment, insolvency or transfer. If the Company, pursuant to Section 6.1.1 of this Agreement, elects not to purchase any or all of such Transferee Stockholder’s shares of Common Stock, and the Family Members and Remaining Stockholders do not purchase all of such unpurchased shares of Common Stock pursuant to the Offer, each within the time periods set forth in Section 6.1 of this Agreement, then the Offer will be deemed a continuing offer thereafter and the Company may accept the Offer at such time as it believes to be appropriate, subject to applicable legal restraints. Upon subsequent acceptance of the Offer by the Company, the Offering Date will be deemed to be the date of such acceptance; provided, however, that if the Offer is subsequently accepted by the Company within six (6) months of the time it was originally made, the valuation of the shares of Common Stock will be made as if the Offer had been accepted on the Offering Date.
