Transfer Matters Sample Clauses

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...
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Transfer Matters. 21 15.8 Standstill Agreement.............................. 22 15.9
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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.
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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.
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Transfer Matters. 25 15.8 Standstill Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
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Transfer Matters 
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Related to Transfer Matters

  • Labour Matters No material work stoppage, strike, lock-out, labour disruption, dispute, grievance, arbitration, proceeding or other conflict with the employees of the Corporation or the Subsidiaries currently exists or, to the knowledge of the Corporation, is imminent or pending and the Corporation and the Subsidiaries are in material compliance with all Applicable Law respecting employment and employment practices, terms and conditions of employment and wages and hours.

  • Other Matters The SUB-ADVISER may from time to time employ or associate with itself any person or persons believed to be particularly fit to assist in its performance of services under this Agreement, provided no such person serves or acts as an investment adviser separate from the SUB-ADVISER so as to require a new written contract pursuant to the 1940 Act. The compensation of any such persons will be paid by the SUB-ADVISER, and no obligation will be incurred by, or on behalf of, VALIC or VC I with respect to them. The SUB-ADVISER agrees that all books and records which it maintains for the Covered Fund(s) are the property of both the SUB-ADVISER and the Covered Fund. The SUB-ADVISER also agrees upon request of VALIC or VC I, to promptly provide access to or copies of the books and records in accordance with the 1940 Act and rules thereunder, provided that VALIC reimburses the SUB-ADVISER for its reasonable expenses in making duplicate copies of such books and records. . The SUB-ADVISER further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. VALIC has herewith furnished the SUB-ADVISER copies of VC I's Prospectus, Statement of Additional Information, Articles and Bylaws, investment objectives, policies and restrictions, and any applicable procedures adopted by VC I's Board of Directors, as currently in effect and agrees during the continuance of this Agreement to furnish the SUB-ADVISER copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. Until VALIC delivers any amendments or supplements to the SUB-ADVISER, the SUB-ADVISER shall be fully protected in relying on the documents previously furnished to it. The SUB-ADVISER is authorized to honor and act on any notice, instruction or confirmation given by VALIC on behalf of the Covered Fund in writing signed or sent by any of the persons who the SUB-ADVISER has reason to believe are acting in good authority. The SUB-ADVISER shall not be liable for so acting in good faith upon such instructions, confirmation or authority. VALIC agrees to furnish the SUB-ADVISER at its principal office prior to use thereof, copies of all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Covered Fund or the public that refer in any way to the SUB-ADVISER, and not to use such material if the SUB-ADVISER reasonably objects in writing within ten (10) business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this agreement, VALIC will continue to furnish to the SUB-ADVISER copies of any of the above-mentioned materials that refer in any way to the SUB-ADVISER and shall cease to use the SUB-ADVISER name and/or logo as soon as is reasonable. VALIC shall furnish or otherwise make available to the SUB-ADVISER such other information relating to the business affairs of VALIC and the Covered Fund as the SUB-ADVISER at any time, or from time to time, may reasonably request in order to discharge obligations hereunder. VALIC agrees to indemnify the SUB-ADVISER for losses, costs, fees, expenses and claims which arise directly or indirectly (i) as a result of a failure by VALIC to provide the services or furnish materials required under the terms of this Investment Sub-Advisory Agreement, or (ii) as the result of any untrue statement of a material fact or any omission to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which they were made, not misleading in any registration statements, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Covered Fund, except insofar as any such statement or omission was specifically made in reliance on written information provided by the SUB-ADVISER to VALIC. The SUB-ADVISER agrees to indemnify VALIC for losses and claims which arise (i) as a result of the willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties by the SUB-ADVISER; or (ii) as the result of any untrue statement of a material fact or any omission to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which they were made, not misleading in any registration statements, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Covered Fund to the extent any such statement or omission was made in reliance on written information provided by the SUB-ADVISER to VALIC. Promptly after receipt by either VALIC or SUB-ADVISER (an "Indemnified Party") under this Section 6 of the commencement of an action, such Indemnified Party will, if a claim in respect thereof is to be made against the other party (the "Indemnifying Party") under this section, notify Indemnifying Party of the commencement thereof; but the omission so to notify Indemnifying Party will not relieve it from any liability that it may have to any Indemnified Party otherwise than under this section. In case any such action is brought against any Indemnified Party, and it notified Indemnifying Party of the commencement thereof, Indemnifying Party will be entitled to participate therein and, to the extent that it may wish, assume the defense thereof, with counsel satisfactory to such Indemnified Party. After notice from Indemnifying Party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and Indemnifying Party shall not be liable to such Indemnified Party under this section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained herein. The indemnification provisions contained herein shall survive any termination of this Agreement.

  • Transitional Matters Each of Seller and Purchaser will use its respective reasonable efforts to cooperate to (a) transfer to Purchaser or any of its Affiliates any insurance and administrative services contracts that Purchaser wishes to continue with respect to any Employee Plan that Purchaser or any of its Affiliates is assuming or continuing pursuant to this Agreement and (b) cause any insurance carrier administering workers' compensation and other employee benefit liabilities or obligations assumed by Purchaser or any of its Affiliates to deal directly with Purchaser or such Affiliate.

  • Property Matters (1) The Transaction Entities or the Subsidiaries have good and marketable title (either in fee simple or pursuant to a leasehold interest) to all of the properties owned or leased by them (the “Properties”), in each case, free and clear of all Liens except such as (i) are disclosed in the Prospectus; or (ii) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any real property, improvements, equipment and personal property held under lease by the Company or any Subsidiary are held under valid, existing and enforceable leases which are in full force and effect, and none of the Company, Operating Partnership nor any Subsidiary or, to any Transaction Entity’s knowledge, any other party, is in default under any such lease, with such exceptions as are disclosed in the Prospectus or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

  • Additional Matters (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements.

  • Certain Additional Matters (a) Any arbitration award shall be a bare award limited to a holding for or against a party and shall be without findings as to facts, issues or conclusions of law (including with respect to any matters relating to the validity or infringement of patents or patent applications) and shall be without a statement of the reasoning on which the award rests, but must be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any arbitration award hereunder may be entered in any court having jurisdiction thereof.

  • FDA Matters (a) The Corporation has (i) complied in all material respects with all applicable laws, regulations and specifications with respect to the manufacture, design, sale, storing, labeling, testing, distribution, inspection, promotion and marketing of all of the Corporation’s products and product candidates and the operation of manufacturing facilities promulgated by the U.S. Food and Drug Administration (the “FDA”) or any corollary entity in any other jurisdiction and (ii) conducted, and in the case of any clinical trials conducted on its behalf, caused to be conducted, all of its clinical trials with reasonable care and in compliance in all material respects with all applicable laws and the stated protocols for such clinical trials.

  • Transition Matters The Consultant shall render such ------------------ services to Purchaser as the Consultant and the President of the Purchaser (or his designee) shall mutually agree with respect to (i) Purchaser and Company business matters relating to the transition period prior to and following the Merger and (ii) integration of the business of the Company with the business of Purchaser.

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • Intellectual Property Matters Each Credit Party and each Subsidiary thereof owns or possesses rights to use all material franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service xxxx, service xxxx rights, trade names, trade name rights, copyrights and other rights with respect to the foregoing which are reasonably necessary to conduct its business. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and no Credit Party nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations.

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