Transfer Event. The Owner shall obtain written approval of the TCAC Executive Director for any Transfer Event, as defined in the TCAC regulations.
Transfer Event. In the event that in the unanimous business judgment of each of Hydra Management, LLC, Mxxxxxxx Xxxx Capital Partners LLC and HX Xxxx Special Opportunities Master Fund, Ltd., in their respective sole discretion, it is deemed advisable for the holders of the Other Subscriber Shares to transfer Shares in connection with the initial business combination, the Subscriber acknowledges and agrees that it shall forfeit any and all rights to such number of Shares on a pro rata basis with the Other Subscribers, but excluding the Director Shares from such calculation.
Transfer Event. The Executive shall have the right to terminate this Agreement upon thirty days prior written notice to the Company, or any successor of the Company, as the case may be, in the event of a "Transfer Event" (as defined below). For purposes of this Agreement, "Transfer Event" means:
Transfer Event. The succession of TIFSA to all of the rights and obligations of JCI under this Agreement as the Principal Borrower, and the concurrent release of (x) JCI from all of the rights and obligations under this Agreement as the Principal Borrower and (y) TIFSA from all of the rights and obligations under this Agreement as a Parent Guarantor, shall not occur until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.05):
(a) the Closing Date shall have occurred;
(b) JCI and TIFSA shall have completed a Qualified Exchange Offer;
(c) receipt by the Administrative Agent of a Principal Borrower Joinder Agreement, duly executed by TIFSA;
(d) immediately before and after the Transfer Date, no Default shall have occurred and be continuing; and
(e) the Administrative Agent shall have received a certificate from an officer or a manager of TIFSA certifying to the accuracy of the conditions precedent contained in clauses (b) and (d). Upon the satisfaction (or waiver) of the conditions set forth in this Section 3.03, (x) TIFSA shall automatically become the Principal Borrower under this Agreement, accede to all of JCI’s rights and obligations under this Agreement in its capacity as the Principal Borrower and be released from all of the rights and obligations under this Agreement as a Parent Guarantor, (y) JCI shall automatically and without further action by any party be released from all of its obligations as, and shall cease to be, the Principal Borrower and (z) each JCI Intermediate Holding Company that is then a Parent Guarantor (if any) shall automatically and without further action by any party be released from all of its obligations as, and shall cease to be, a Parent Guarantor (the “Transfer Event”). To the extent applicable, each Luxembourg Guarantor hereby expressly accepts and confirms (including for the purposes of article 1279 of the Luxembourg civil code) that notwithstanding any assignment, substitution of debtor, subrogation, novation or other transfer made by JCI, in its capacity as Principal Borrower, in accordance with the provisions of this Agreement, the guarantee given by such Luxembourg Guarantor under this Agreement shall be preserved and shall continue to guarantee any present and/or future (as applicable) liabilities incurred under this Agreement by JCI and TIFSA, each in its respective capacity as the previous Principal Borrower and the new Principal Borrower.
Transfer Event. Except as provided below, Tenant shall not consummate a Transfer Event without the prior written consent of Landlord and Lender (the "Transaction Consent"). As used herein, "Transfer Event" means (i) the sale or transfer of all or substantially all of the assets of Tenant, (ii) a merger or consolidation of Tenant into another corporation or entity or (iii) the sale or transfer of fifty percent (50%) or more of Tenant's stock.
Transfer Event. In the event of a Transfer Event, the Pension Benefit Amount calculated under Section 3.1 shall be payable to Xxxxxxx in a lump sum on the earlier to occur of Termination of Employment or death, with the payment terms to be as described in Section 5.1 or 5.4, as applicable.
Transfer Event. The succession of TIFSAthe Parent to all of the rights and obligations of JCI under this Agreement as the Principal Borrower, and the concurrent release of (x) JCI from all of the rights and obligations under this Agreement as the Principal Borrower and (y) TIFSAthe Parent from all of the rights and obligations under this Agreement as a Parent Guarantor, shall not occur until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.05): (a) the Closing Date shall have occurred; (b) JCI and, TIFSA and the Parent shall have completed a Qualified Exchange Offer; (c) receipt by the Administrative Agent of a Principal Borrower Joinder Agreement, duly executed by TIFSAthe Parent; (d) immediately before and after the Transfer Date, no Default shall have occurred and be continuing; and 48
Transfer Event. Transfer in the Event of Death.
Transfer Event. (a) Following the sale of Shares pursuant to Section 4.3(d) and 4.3(e), any of the following events shall constitute a "Transfer Event" with respect to any Shareholder:
(i) the Shareholder ceases to be a director of MGP for any reason;
(ii) any Shares of the Shareholder are levied upon under a writ of execution, become subject to sale under any legal process, are transferred or ordered to be transferred to or for the benefit of any person or entity as a result of or in connection with any final property settlement or judgment incident to a divorce, dissolution of marriage or separation or are transferred or ordered to be transferred to any person by decree of distribution or other court order in proceedings arising from the death of the spouse of the Shareholder (on and as of the date of such levy, legal process, settlement, judgment, decree or order);
(iii) a Transfer or attempted or purported Transfer in violation of Section 4.1 occurs;
(iv) the Shareholder fails to make a contribution to capital as required in Section 3.1;
(v) the Shareholder fails to sign a consent to MGP's election as an S Corporation under the Internal Revenue Code of 1954, as amended, whenever such consent may be requested by MGP;
(vi) the Shareholder attempts to transfer his or her Shares to a transferee whose ownership of the Shares would cause MGP to be disqualified as an S Corporation under the Internal Revenue Code of 1954, as amended, which transfer shall be null and void;
(vii) the Shareholder's spouse fails to sign any consent which may be required; or
(viii) the Shareholder materially breaches this Agreement.
(b) Upon the occurrence of any Transfer Event:
(i) the owner of the Shares subject to the Transfer Event shall promptly notify MGP of the Transfer Event;
(ii) the owner of the Shares subject to the Transfer Event shall resign immediately as a Director of MGP; and
(iii) the owner of Shares subject to a Transfer Event shall offer such Shares to such person's successor on MGP's Board of Directors as soon as practicable after the Transfer Event, and MGP and such purchaser shall use their best efforts to effect the purchase of such Shares as soon as practicable after the Transfer Event.
Transfer Event. The occurrence of any Transfer Event.
