Transfer of Capital Sample Clauses

Transfer of Capital. (a) Notwithstanding anything herein to the contrary, each Member who Transfers an Interest (or a portion thereof) shall be deemed to have Transferred (a) in the case of a Common Interest, the entire Common Interest, including the Common Units and Common Capital with respect to such Interest (or, if a portion of a Common Interest is being Transferred, such number of Common Units and a proportionate amount of Common Capital with respect to such Common Units) to the Transferee, or (b) in the case of a Redeemable Interest, the entire Redeemable Interest, including all rights to the Redemption Consideration (or if a portion of a Redeemable Interest is being Transferred, such portion of the right to receive the Redemption Consideration) to the Transferee.
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Transfer of Capital. Upon execution of this Agreement, STN's net ------------------- equity in fixed assets will be transferred from its capital account to FMC's capital account. As per Exhibit L.
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Transfer of Capital. The draft text confirms that all payments into and out of the host country related to an investment may be freely transferred without delay at the market rate of exchange prevailing on the date of transfer. We give a list of examples as to what payments fall under this provision (e.g. the initial capital to make the investment, returns, payments of compensation, payments under a contract, proceeds from the sale or liquidation of the investment, payments arising out of the settlement of a dispute, earnings and other remuneration of personnel). Four main issues have not yet being resolved. First, there is the question of whether we need a “balance of payments” clause. While several delegations think that the free transfer should be an absolute obligation and that, even in a balance of payments crisis, there is not really a need to restrict foreign direct investment, others hold the view that a government needs to maintain its possibility to control all kinds of payments in an actual crisis. Or at least a host country must have the right to restrict transfers in so far as the IMF-Agreement allows it to do so. Much depends on how broadly “investment” will be defined under the MAI. Second, there is still a debate whether we need a provision according to which the MAI transfer article does not affect the host country’s right to apply its laws of general application, e.g. its criminal laws or its laws to protect creditors. Furthermore, it still has to be decided whether the MAI shall include a provision that allows a host country to collect investment-related information for statistical purposes. Third, as in the case of the article dealing with expropriation, there is the question whether contracting parties have to ensure that transfers can be made in a “freely usable” or “freely convertible” currency. Fourth, discussions are going on as to whether we need a clause dealing with the situation where there is no market rate of exchange at the date of transfer. Several delegations suggest that in such a case the rate to be used shall be the most recent exchange rate for conversion of the currencies concerned into Special Drawing Rights.
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Transfer of Capital. 14.1 Except for Clause 14.3, Party A, B or C may, as either Party wishes transfer, in whole or part, its shares of the Joint Venture Company to other Party with prior written notice to the other Parties and approval from the relevant authorities. Party A, B or C shall make the decision within 90 days of receiving the written notice. 14.2 If either Party A, B or C wishes to transfer its whole or partial shares, such Party shall first offer the share to the other Party of the Joint Venture Company for purchase. The other Party shall submit a written notice to declare its decision of purchasing those shares within 90 days. If the other Party does not submit its decision within 120 days, or this Party has first offered partial share to the other Party of the Joint Venture Company, any unsubscribed shares may then be offered to a third Party at a price not less than the price offered to the other Joint Venture Party. 14.3 All Parties may transfer its whole or partial shareholding to their parent companies or their subsidiaries during the term of this Contract in accordance with Clause 47. However, the relevant government approvals must be submitted to execute such transfer. 14.4 After the Party transferring its whole or partial shares to a third Party, such third Party shall abide by the terms of this Contract and perform and discharge all of its obligations of this Contract and share its rights as well. In addition, certain provisions in this contract shall be revised pursuant to the change in the shareholding ratio. 14.5 The transfer will not be effective if one of the Parties violates any provisions set out in this contract.
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Transfer of Capital. (a) Notwithstanding anything herein to the contrary, each Member who Transfers an Interest (or a portion thereof) shall be deemed to have Transferred (a) in the case of a Common Interest, the entire Common Interest, including the Common Units and Common Capital with respect to such Interest (or, if a portion of a Common Interest is being Transferred, such number of Common Units and a proportionate amount of Common Capital with respect to such Common Units) to the Transferee, (b) in the case of a Profit Participation Interest, the entire Profit Participation Interest, including the Profit Participation Percentage and Profit Participation Capital with respect to such Interest (or, if a portion of a Profit Participation Interest is being Transferred, such portion of Profit Participation Profit Percentage and a proportionate amount of Profit Participation Capital with respect to such Profit Participation Percentage) to the Transferee, and (c) in the case of a Redeemable Interest, the entire Redeemable Interest, including all rights to the Redemption Consideration (or if a portion of a Redeemable Interest is being Transferred, such portion of the right to receive the Redemption Consideration) to the Transferee.
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Transfer of Capital. 6.3.1 Any Party may sell, assign or transfer (a "Transfer") all or any part of its registered capital interest (an "equity interest") in WEIHAI BARRINGTON, subject to the other Parties' written consent to xxx xxxx Xxxxxxxx, the unanimous affirmative vote of all Directors or the unanimous written consent of all Directors, and the approval of the PRC original Approving Authority. Except as otherwise set forth in Article 6.3.2, in the case of such Transfer by a Party (the "Transferring Party") of all or any portion of its equity interests in WEIHAI BARRINGTON, the other Parties (the "Non-transferring Parties") xxxxx xxxx x xxght of first refusal with respect to such interests to be transferred at the price and on terms and conditions as set forth below. The Transferring Party who intends to Transfer all or any portion of its equity interest in WEIHAI BARRINGTON shall notify the Non-transferring Parties in writixx xx xxxx xxxxxx (a "Notice of Transfer"), describing the portion of equity interest proposed to be Transferred (the "Subject Interest"), the name or names of the proposed transferee(s), if any, and the consideration proposed to be paid therefor (and, to the extent the consideration does not consist of cash, the US dollar equivalent thereof reasonably determined by an independent appraiser who is acceptable to the Non-transferring Party) (the "Subject Consideration"). Such Notice of Transfer shall constitute an option to the Non-transferring Parties to purchase all, but not less than all, of the Subject Interest for the Subject Consideration and on the terms and conditions as set forth in the Notice of Transfer. The Non-transferring Parties may exercise the option by giving a written notice of such exercise to the Transferring Party within ninety (90) days after receipt of the Notice of Transfer. The notice of exercise shall set forth a closing date, which may be any date from thirty (30) to sixty (60) days after all relevant approvals to the Transfer have been obtained. If no notice of exercise is given by the Non-transferring Parties within the ninety-day option period, the Transferring Party may, only upon the consent of the other Parties, following the expiration of such ninety-day option period (or such prior time as the Non-transferring Parties shall have, in writing, advised the Transferring Party of their election not to exercise the right of the first refusal), transfer all (but not less than all) of the Subject Interest at no less than the Su...
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Transfer of Capital. 1. A Contracting Party shall accord to investors the right to: (a) Repatriate investment returns, such as profits, capital gains, dividends, royalties; (b) repatriate funds for repayment of loans; (c) repatriate proceeds from compensation upon expropriation, the liquidation or sale of the whole or part of the investment including an appreciation or increase of the value of the investment capital; (d) transfer payments for maintaining or developing the investment project, such as funds for acquiring raw or auxiliary materials, semi-finished products as well replacing capital assets; (e) remit the unspent earnings of expatriate staff of the investment project; and (f) Payments arising out of the settlement of a dispute by any means including adjudication, arbitration or the agreement of the Contracting Party to the dispute. 2. Each Contracting Party shall allow transfers in paragraph 1 of this article to be made in a freely convertible currency at the prevailing rate of exchange prevailing at the time of transfer without unreasonable delay and restriction. 3. Notwithstanding paragraphs 1 and 2, a Contracting Party may prevent or delay a transfer through the non-discriminatory application of its law and regulations relating to: (a) Bankruptcy, insolvency, or the protection of the rights of creditors; (b) Criminal offences and the recovery of the proceeds of crime where decisions have been made by judicial bodies in accordance with due process of law; (c) Financial reporting or record keeping of transactions when necessary to assist law enforcement or financial regulatory authorities; (d) Ensuring compliance with orders or judgments in judicial or administrative proceedings with due consultation with the investor concerned ; (e) non-payment of taxes and other financial obligations owed to third parties or required by the laws and regulations of the host State; (f) The formalities required to register and satisfy the Central bank and other relevant authorities of a Contracting Party.
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Transfer of Capital. The transfer of the party’s own capital is allowed. During the transfer, the transferee has to accept the transfer first. If the transfer involves a third party who is not a party to the agreement, the third party shall be treated as having incepted, otherwise the transferor shall be treated as having withdrawn.
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Related to Transfer of Capital

  • Transfer of Capital Accounts The original Capital Account established for each substituted Member shall be in the same amount as the Capital Account of the Member (or portion thereof) to which such substituted Member succeeds, at the time such substituted Member is admitted to the Company. The Capital Account of any Member whose interest in the Company shall be increased or decreased by means of the transfer of Shares. Any reference in this Agreement to a Capital Contribution of or distribution to a Member that has succeeded any other Member shall include any Capital Contributions or distributions previously made by or to the former Member on account of its Shares.

  • Return of Capital (a) Except pursuant to the Exchange Rights Agreements, no Limited Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein. (b) Except as provided in Articles 5, 6 and 13 hereof, no Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee, either as to the return of Capital Contributions or as to profits, losses or distributions.

  • Issuance of Capital Stock Except for (a) any transaction pursuant to an Unsolicited Proposal that Maker accepts in accordance with the fiduciary exception provided in Section 3.2 of the Recapitalization Agreement or (b) shares of capital stock issuable upon exercise or conversion of warrants or convertible securities outstanding prior to February 1, 2004, Maker shall not without Holder's prior written approval: (i) issue any shares of capital stock or other securities, or any instruments exercisable for or convertible into capital stock or other securities, or (ii) make any promises, commitments, undertakings, agreements or letters of intent for any of the issuances described in (i) hereof.

  • Description of Capital Stock The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.

  • Withdrawals of Capital No Partner may withdraw capital related to such Partner’s GP-Related Partner Interests from the Partnership except (i) for distributions of cash or other property pursuant to Section 5.8, (ii) as otherwise expressly provided in this Agreement or (iii) as determined by the General Partner.

  • Return of Capital Contribution From time to time the Partnership may have cash in excess of the amount required for the conduct of the affairs of the Partnership, and the General Partner may, with the Consent of the Special Limited Partner, determine that such cash should, in whole or in part, be returned to the Partners, pro rata, in reduction of their Capital Contribution. No such return shall be made unless all liabilities of the Partnership (except those to Partners on account of amounts credited to them pursuant to this Agreement) have been paid or there remain assets of the Partnership sufficient, in the sole discretion of the General Partner, to pay such liabilities.

  • Restriction on Sale of Capital Stock During the Commitment Period, the Company shall not issue or sell (i) any Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than such Common Stock's Bid Price determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8.

  • Restriction on Sales of Capital Stock The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, of which the Representative has been advised in writing or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.18.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date.

  • Conversion of Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of any shares of capital stock of Merger Sub or the Company:

  • Valid Issuance of Capital Stock The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 5,750,000 shares of Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

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