Transfer Mechanics. (a) In the event that UCH determines in good faith that there exists a need on the part of the CCSB or on the part of the Partnership Group to transfer Compression Equipment between the UCH Entities, on the one hand, and the Partnership Group, on the other hand, to meet the compression services obligations of either of the CCSB or the Partnership Group, such Compression Equipment shall be so transferred (or, to the extent provided in Section 4.2, leased), at the election of UCH, from a member of the UCH Entities to a member of the Partnership Group, or from a member of the Partnership Group to a member of the UCH Entities, as the case may be; provided, that all of the following conditions are satisfied with respect to such transfer or lease (each such transfer or lease for the purposes of this Article IV, unless set forth otherwise, a “transfer”) at the Effective Time (as defined below) of such transfer:
Transfer Mechanics. (i) If (i) the Company and/or the Participating Investors elect to purchase all of the Offered Shares subject to the Notice or (ii) the Company and/or the Participating Investors elect to purchase less than all the Offered Shares and the prospective purchaser identified in the Notice does not agree to purchase any of the Offered Shares not so purchased, the following provisions shall apply: The Company and/or Participating Investors shall effect the purchase of the Offered Shares and/or Remaining Shares on a date specified by the Participant by notice to the Company and/or the Participating Investors not earlier than the later of (x) ten (10) days after such notice or (y) thirty (30) days after the receipt of the Notice by the Investors. On the date of such purchase, the Participant shall deliver to the Company and/or the Participating Investors, as applicable, the certificates representing the Shares to be purchased by the Company and/or the Participating Investors, each certificate to be properly endorsed for transfer, in exchange for payment by the Company and/or the Participating Investors, as applicable, of the purchase price for the Shares.
Transfer Mechanics. The purchase from the Tag-Along Offerees pursuant to this Article IV shall be on the same terms and conditions, including any representations, warranties, covenants and indemnities and the per share price (which, in the event of cash consideration, shall be paid by bank, cashier's or certified check or by wire transfer of immediately available funds, unless otherwise specified in the Tag-Along Notice provided to the Tag-Along Offerees by the Company) and the date of sale or other disposition, as are received by the Transferor and stated in the Tag-Along Notice provided to the Tag-Along Offerees by the Company. As promptly as practicable (but in no event later than 5 days) after the consummation of the sale or other disposition of Company Stock of the Transferor and Tag-Along Stock of the Tag-Along Offerees to the Third Party pursuant to the Third Party's offer, the Transferor shall notify the Tag-Along Offerees thereof, shall remit to each Tag-Along Offeree who accepted the Third Party's offer in accordance with the provisions of this Article IV the total sales price of the shares of Tag-Along Stock of such Tag-Along Offeree sold or otherwise disposed of pursuant thereto (together with any excess shares of Tag-Along Stock of such Tag-Along Offeree which are not sold or otherwise disposed of pursuant thereto), and shall furnish such other evidence of the completion and time of completion of such sale or other disposition and the terms and conditions thereof as may be reasonably requested by the Tag-Along Offerees.
Transfer Mechanics. In connection with any proposed Transfer of Membership Interests, including a Transfer to a Permitted Transferee, the holder of the Membership Interest proposed to be Transferred shall deliver to the Company (if required by the Board) at least five days (and no more than 60 days) prior to any such Transfer an opinion of counsel reasonably acceptable to the Company to the effect that such proposed Transfer may be effected in compliance with the Securities Act; provided that no such opinions shall be necessary in connection with the Transfer by Delek Logistics Services of Membership Interests to any of its Permitted Transferees. In addition, if the holder of the Membership Interest proposed to be Transferred delivers to the Company an opinion of counsel reasonably acceptable to the Company to the effect that no subsequent Transfer of such Membership Interest shall require registration under the Securities Act, the Company shall promptly upon consummation of such Transfer deliver to such holder new certificates (if any) for such Membership Interest that do not bear the legend set forth in Section 4.3. If the Company is not required to deliver new certificates for such Membership Interest (if certificates were previously issued for such Membership Interest) not bearing such legend, the holder thereof shall not consummate a Transfer of the same until the prospective Transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained herein, as provided in Section 4.4(c).
Transfer Mechanics. Subject to the provisions of Sections 7.1 and 7.2 above, this Warrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof in person or by duly authorized attorney, and a new Warrant or Warrants, of the same tenor as this Warrant but registered in the name of the transferee or transferees (and in the name of the Holder, if a partial transfer is effected) shall be made and delivered by the Company upon surrender of this Warrant duly endorsed, at the office of the Company referred to in Section 9 hereof.
Transfer Mechanics. 19 4.4 Transfers to Third Parties after Shareholders Decline Tag-Along Rights.............20 4.5 Exceptions to Tag-Along Rights.....................................................20
Transfer Mechanics. The closing of the purchase of the Transfer ------------------ Stock by the Transfer Offerees who have exercised the option pursuant to Section 3.2 hereof shall take place at the principal executive offices of the Company on the 45th Business Day after the expiration of the 30-day period after the giving of the Right of First Refusal Notice (or such other date as may be mutually agreed to by the parties to such transaction). At such closing, each Transfer Offeree shall deliver to the Offering Stockholder the appropriate per share consideration (which, in the event that the Transfer Offer set forth in the Right of First Refusal Notice contemplated the payment by the Offeror of non-cash consideration, shall be paid in cash in an amount equal to the fair market value of such non-cash consideration, as determined in accordance with the provisions of the last sentence of this Section 3.5) pursuant to a bank, cashier's or certified check or by wire transfer of immediately available funds (unless otherwise specified in the Right of First Refusal Notice provided to the Transfer Offerees), against delivery of certificates representing the Transfer Stock so purchased Duly Endorsed. For purposes of this Section 3.5, the value of non-cash consideration shall be the fair market value of the aggregate consideration (whether such consideration is in the form of cash, securities, other assets or the assumption of liabilities, or any combination thereof) to be paid (without assigning any value to the non-economic terms of the particular transaction (e.g., representations, warranties, covenants, conditions, ---- indemnification, etc. or the tax treatment of the particular transaction), as determined by the Windward Agent in its reasonable discretion. Any transfer (other than to a Third Party) pursuant to this Article III shall be made without any representations, warranties, covenants or indemnities; except, that, each transferor shall be deemed to have represented that (i) the transfer has been duly authorized by it, (ii) that it has the capacity, power and authority to transfer such shares and (iii) that the acquiror shall obtain good title to such shares, free and clear of any defects, encumbrances and adverse interests (other than as provided for in this Agreement).
Transfer Mechanics. (a) With respect to each Company Option, Company RSU, Company PSU and Company DSU deemed to be transferred and assigned in accordance with Sections 2.3(b) and 2.3(c), the following shall be deemed to have occurred as of the time of such applicable transfer and assignment:
Transfer Mechanics. (c) In the event that Archrock determines in good faith that there exists a need on the part of the Partnership Group to transfer Compression Equipment between the Archrock Entities, on the one hand, and the Partnership Group, on the other hand, such Compression Equipment shall be so transferred (or, to the extent provided in Section 4.2, leased), at the election of Archrock, from a member of the Archrock Entities to a member of the Partnership Group, or from a member of the Partnership Group to a member of the Archrock Entities, as the case may be, or exchanged in a like-kind exchange; provided, that all of the following conditions are satisfied with respect to such transfer, exchange or lease (each such transfer, exchange or lease for the purposes of this Article IV, unless set forth otherwise, a “transfer”) at the Effective Time (as defined below) of such transfer:
Transfer Mechanics. Upon presentation of this Note for registration of Transfer at the Company’s designated office accompanied by (i) certification by the transferor that such Transfer is in compliance with the terms hereof, (ii) a legal opinion or other information as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable, and (iii) by a written instrument of Transfer in a form approved by the Company executed by the Holder, in person or by the Holder’s attorney thereunto duly authorized in writing, and including the name, address and telephone and fax numbers of the transferee and name of the contact person of the transferee, such Note shall be transferred on the Note Register, and a new Note of like tenor and bearing the same legends shall be issued in the name of the transferee and sent to the transferee at the address and c/o the contact person so indicated. Transfers and exchanges of Notes shall be subject to such additional restrictions as are set forth in the legends on the Notes and to such additional reasonable regulations as may be prescribed by the Company as specified herein. Successive registrations of Transfers as aforesaid may be made from time to time as desired, and each such registration shall be noted on the Note register.
