Transfer Matters Clause Samples
The "Transfer Matters" clause governs the conditions under which rights or obligations under an agreement may be assigned or transferred to another party. Typically, this clause outlines whether such transfers require prior written consent, are restricted to certain circumstances, or are entirely prohibited, and may specify exceptions such as transfers to affiliates or in connection with a merger or sale of business. Its core practical function is to maintain control over who is involved in the contractual relationship, thereby preventing unwanted third parties from assuming rights or responsibilities without the original party's approval.
Transfer Matters. (a) If IXC or any controlled Affiliate of IXC that beneficially owns IXC Shares (collectively, the "Selling Shareholder") shall desire to sell or otherwise dispose of any or all of the IXC Shares beneficially owned by it (the "Offered Shares"), other than to IXC Carrier, after IXC Carrier has agreed in writing to be bound by the terms of this Section 15.7 and by Section 15.8, or pursuant to a pledge to an unaffiliated third-party lender ("Lender") in connection with a bona fide lending transaction or a foreclosure or similar sale in connection therewith (each, a "Pledge Transaction"), such Selling Shareholder shall first give written notice (the "Notice of Sale") to PSINet. Upon the giving of any Notice of Sale, PSINet shall have a non-assignable, one-time, first option to purchase all (but not less than all) of the Offered Shares for cash at the Current Market Price at the date the Notice of Sale is given, which option must be exercised by giving notice of such exercise to the Selling Shareholder within 48 hours (excluding hours on Saturdays, Sundays or national holidays) after the receipt by PSINet of the Notice of Sale (the "Offer Acceptance Date"). Such notice of exercise shall constitute PSINet's binding, non-cancelable agreement to purchase the Offered Shares. The closing of the purchase by PSINet of the Offered Shares shall take place within 30 days after the Offer Acceptance Date. PSINet shall designate the time and date of the closing which shall be held at the principal office of PSINet or such other place as may be mutually agreed upon between PSINet and the Selling Shareholder. At the closing, the Selling Shareholder shall duly assign and deliver to PSINet certificates representing the Offered Shares, with required transfer stamps attached, and PSINet shall pay the Selling Shareholder the purchase price (plus one-half the cost of all transfer stamps required) by wire transfer of same-day funds to an account designated by the Selling Shareholder. If the right given to PSINet in this section shall not have been exercised as to the Offered Shares as set forth above, the Selling Shareholder shall have the right, at any time within three months after the expiration of such 48-hour period, to dispose of all of the Offered Shares. If by the end of such three-month period, the Selling Shareholder has not sold or otherwise disposed of all of the Offered Shares, the remaining Offered Shares shall not be sold by the Selling Shareholder except after compli...
Transfer Matters. 21 15.8 Standstill Agreement.............................. 22 15.9
Transfer Matters. With respect to the BM Notes, the LLC Agreement and the Lock Up Agreement, Pubco and the Company hereby consent to the future transfer of any of the BM Notes or the Interests to any of the Stockholder’s or Noteholder’s, as the case may be, affiliates, equityholders or other fund(s) or entities managed by BlueMountain Capital Management, LLC or managed by an affiliate of BlueMountain Capital Management, LLC, subject to the other provisions of such agreements. Pubco and the Company further acknowledge and agree that the rights under the Board Designation Letter can be transferred to a transferee of the BM Notes pursuant to the foregoing and Section 7(h) of each BM Note.
Transfer Matters. 25 15.8 Standstill Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Transfer Matters. If, prior to or within one (1) year following the Closing, any of the Governmental Authorities conducts a survey or inspection of the Facility (a “Transfer Survey”), including any such Transfer Survey which is a standard survey, a complaint survey or a survey prompted by the transactions contemplated by this Agreement, then Seller agrees to be responsible for all citations and deficiencies attributable to (i) pre-Closing activities that violate any Applicable Law (and which violation did not first occur after the Closing Date) and (ii) pre-Closing conditions, and Seller shall correct or pay, or both, for such citations and deficiencies to the extent applicable. Seller’s responsibility shall include correcting all non-compliances and citations, paying any and all fines, providing a plan of correction (prior to the Closing) and providing and bearing the expense for all consultants, staff, materials, supplies and equipment necessary to complete the plan of correction and achieve full compliance. To the extent that such corrections cannot be completed prior to the Closing, Seller shall be required to place in escrow at the Closing an amount equal to one hundred percent (100%) of the reasonable estimated cost of the corrections required.
Transfer Matters