TRANSFER OF MANAGEMENT COMPANY SHARES Sample Clauses

TRANSFER OF MANAGEMENT COMPANY SHARES. At the Closing, Wellsford shall cause the owners (other than Wellsford or a wholly-owned subsidiary of Wellsford) to transfer to such person or persons as EQR shall designate by written notice delivered to Wellsford prior to the Closing, all of the shares of Wellsford Xxxxx Management Inc. ("Management Corp.") owned by them, constituting all the outstanding shares of the Management Corp. which are not owned by Wellsford or a wholly-owned subsidiary of Wellsford for an aggregate consideration of $1.00, unless Management Corp. was dissolved prior to the Closing Date.
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TRANSFER OF MANAGEMENT COMPANY SHARES. 43 5.13 Notices...................................................... 43 5.14 Options...................................................... 44 5.15 Resignations................................................. 44 5.16 Third Party Management Agreements and Outside Property Management Agreements....................... 44 5.17
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TRANSFER OF MANAGEMENT COMPANY SHARES. At the Closing and pursuant to the Stock Purchase Agreement, each of Xxxxxxx X. Xxxxx and F. Xxxxx Xxxxxxxxxx shall transfer to such person or persons as EQR shall designate by written notice delivered to them prior to the Closing, all of the shares of Management Corp. owned by them, constituting all the outstanding shares of the Management Corp. which are not owned by EWR or a wholly-owned subsidiary of EWR, for an aggregate consideration of $10,000.
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TRANSFER OF MANAGEMENT COMPANY SHARES. At the Closing and pursuant to the Stock Purchase Agreements, each of the holders of voting capital stock of the Management Company, Design Company and Construction Company (other than Beacon Partnership, to the extent it owns any such voting capital stock) shall transfer to EOP Management Corp. or such person or persons as EOP Management Corp. shall designate by written notice delivered to them prior to the Closing, all of the shares of each such Company owned by them, constituting all the outstanding shares of such companies which are not owned by Beacon Partnership, for an aggregate consideration in an amount equal to the fair market value of such shares, as determined in accordance with the provisions of the Stock Purchase Agreements.
Sample 1

Related to TRANSFER OF MANAGEMENT COMPANY SHARES

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Equity Interest Upon each exercise of the Option under this Agreement:

  • Transfer of Restricted Securities (a) Restricted Securities are transferable only pursuant to (i) Public Offerings, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer.

  • Restriction on Transfer of Option Shares Anything in this Agreement to the contrary notwithstanding, the Optionee hereby agrees that it shall not sell, transfer by any means or otherwise dispose of the Option Shares acquired by it without registration under the 1933 Act, or in the event that they are not so registered, unless (i) an exemption from the 1933 Act registration requirements is available thereunder, and (ii) the Optionee has furnished the Company with notice of such proposed transfer and the Company’s legal counsel, in its reasonable opinion, shall deem such proposed transfer to be so exempt.

  • Transfer of Units 10.3.1 Units may be transferred only in the manner described in Article 9.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement.

  • Sale and Transfer of Shares Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser all the issued and outstanding Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws, and Purchaser shall purchase, acquire and accept the Shares from Seller.

  • Transfers of Membership Interests Except as set forth in this Article 9 or elsewhere in this Agreement, no Investor may Transfer all or any part of such Investor’s Shares; provided, however, that an Investor may, with the prior written consent of the Manager, which consent may be withheld or denied for any reason, and upon compliance with this Article 9, Transfer all or a portion of such Investor’s Shares. In the case of any attempted or purported Transfer of a Share not in compliance with this Agreement, the transferring Investor may be designated as a “Defaulting Member”. Notwithstanding the foregoing, unless agreed to by the Manager in writing, no Investor may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Fund (including the amount of Fund distributions, the value of the Fund Assets, or the results of Fund operations), within the meaning of Section 1.7704-1(a)(2)(i)(B) of the Regulations.

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