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.
(ii) If (i) the Company and the Participating Investors do not elect to purchase any of the Offered Shares or (ii) the Company and/or the Participating Investors elect to purchase less than all of the Offered Shares and the prospective purchaser agrees to purchase less than all of the Offered Shares, the following provisions shall apply: The Participant may, not later than forty (40) days following delivery to the Company of the Notice, enter into an agreement providing for the closing of the Transfer to the third party purchaser(s) identified in the Notice of any Offered Shares with respect to which neither the Company Refusal Right nor the Right of First Refusal has been exercised, together with the closing of the purchase of any Shares to be sold by any Co-Sale Participant, such purchase to occur within thirty (30) days of such agreement at a price and on terms and conditions no more favorable to the transferee(s) thereof than specified in the Notice. Simultaneously with such purchase there shall occur the purchase of any Offered Shares with respect to which the Company Refusal Right or the Right of First Refusal has been exercised. On the date of such purchase, each Co-Sale Participant shall be paid that portion of the sale proceeds to which such Co-Sale Participant is entitled by reason of its participation i...
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:
(i) Except as provided in Section 4.2 in respect of Compression Equipment that is leased, such transfer will constitute a valid and absolute transfer (each such transfer, as the case may be, constituting a “true sale” for bankruptcy law purposes) of all right, title and interest of the Transferor in, to and under the transferred Compression Equipment, free and clear of any Liens except for any Liens created by the Transferee;
(ii) Such transfer will not conflict with any of the terms and provisions of, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational documents of the Transferor or the Transferee, or any material term of any indenture, agreement, mortgage, deed of trust, derivative instrument or other instrument to which the Transferor or Transferee or any of their respective subsidiaries is a party or by which either of them is bound, or result in the creation or imposition of any Lien upon any of their respective properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust, derivative instrument or other instrument, or violate any law or any order, rule, or regulation applicable to the Transferor or Transferee or any of their respective subsidiaries of any court or of any federal or state regulatory body, administrative agency, or other governmental authority having jurisdiction over either of them or any of their respective properties;
(iii) Except as otherwise provided in this Article IV, such transfer will not cau...
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. 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 Shareholder 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. In connection with any proposed Transfer of Units, the holder of the Units proposed to be Transferred shall deliver to the Company at least twenty (20) days (and no more than sixty (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 any such proposed Transfer permitted under Section 8.2(c) shall not require an opinion of counsel, but must otherwise be consummated in compliance with the Securities Act. In addition, if the holder of the Units 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 Units shall require registration under the Securities Act, the Company shall promptly upon consummation of such Transfer deliver to such holder new certificates for such Units that do not bear the legend set forth in Section 8.4. If the Company is not required to deliver new certificates for such Units (if certificates were previously issued for such Units) 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 8.1(g). In connection with any Transfer (other than a pledge or grant of a security interest in the Senior Preferred Units), and as a condition to the consummation thereof, the Transferor shall obtain and deliver to the Company and each other Member a joinder executed by the Transferee substantially in the form attached hereto as EXHIBIT A.
Transfer Mechanics. 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.
Transfer Mechanics. Except as otherwise provided in this Section 312, transfers of Global Notes shall be limited to transfers of book-entry interests between and within DBC and DTC except as provided below. Transfers of interests in the Global Notes between DBC Accountholders, on the one hand, and DTC Participants, on the other hand, shall be effected by an increase or a reduction in the aggregate amount of Notes represented by the DBC Global Note and the corresponding reduction or increase in the aggregate amount of Notes represented by the DTC Global Note. Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such first Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. Transfers of interests in the DBC Global Note to parties who will hold the interests through the DBC Global Note and transfers of interests in the DTC Global Note to parties who will hold the interests through the DTC Global Note will be effected in the ordinary way in accordance with the respective rules and operating procedures of DBC, DTC, Euroclear or Cedel Bank, as the case may be. Notwithstanding any other provisions of this Section 312, unless and until it is exchanged in whole or in part for Notes in definitive registered form, a DTC Global Note representing all or a portion of the Notes may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary. If DTC notifies the Company that it is unwilling or unable to continue as depositary for the DTC Global Note or if at any time DTC shall no longer be eligible under the next sentence of this paragraph, the Company shall appoint a successor depositary with respect to the Notes. Each depositary appointed pursuant to this Section 312 must, at the time of its appointment and at all times while it serves as depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. If (i) DTC notifies the Company that it is unwilling or unable to continue as depositary for the DTC Global Note or if at any ti...
