Transfer of Transferred Interests Sample Clauses

Transfer of Transferred Interests. Upon the terms and subject to the conditions set forth herein, at the Closing, Seller shall sell, assign, transfer and convey the Transferred Interests to Buyer, and Buyer will purchase, acquire and accept from Seller the Transferred Interests.
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Transfer of Transferred Interests. Between the date hereof and the Closing, no Contributor shall sell, assign, transfer or otherwise encumber all or any portion of the Transferred Interests or any rights relating to the Transferred Interests, whether voluntarily, by operation of law or otherwise, including without limitation a transfer by reason of any merger, division or consolidation.
Sample 1
Transfer of Transferred Interests. Subject to the terms and conditions set forth in this Agreement, at the First Closing (as defined below) Sellers shall assign and transfer the Transferred Interests to Buyer in consideration for Buyer's payment of 89% of the Net Purchase Price (hereinafter defined). Following the First Closing, those Sellers designated in EXHIBIT "1" attached hereto shall continue to hold all right, title and interest in and to the Retained Interests, subject to the terms of this Agreement.
Sample 1
Transfer of Transferred Interests. (a) Subject to the satisfaction or waiver (in accordance with clause 3) of the applicable Conditions Precedent and to the terms of this Agreement, the Seller as legal and beneficial owner shall transfer and assign to the Purchaser and the Purchaser agrees to purchase and acquire from the Seller the Transferred Interests on the Completion Date free from Encumbrances, and from Completion agrees to be bound by the terms of the Transferred Interests Documents in respect of the Transferred Interests. (b) The Parties acknowledge that for certain purposes as set out in this Agreement, the transfer of the Transferred Interests referred to in clause 2.1(a) shall, as between the Parties, be deemed to be made with effect on and from the Economic Date. Accordingly, applying the Accruals Basis of accounting and subject to Completion occurring in respect of the applicable Transferred Interests, the Purchaser shall, in addition to the Consideration, bear the Obligations incurred in the Interim Period and shall receive the Benefits arising in the Interim Period, all of which shall be paid or received by the Purchaser as provided in clauses 4 and 7.2.
Sample 1
Transfer of Transferred Interests. Subject to the terms and conditions contained herein, each of the CEI Parties will acquire or cause to be acquired, and each of the Allied Parties will transfer or cause to be transferred, all of the rights, title and interest of the Allied Parties in and to the Transferred Interests. The transfer of the Contract Rights related to the PSC shall be made by novation of all of Allied’s and CINL’s right, title and interest in and to the PSC, together with all of Allied’s and CINL’s liabilities and obligations attributable to or arising from operations on the OMLs or under or with respect to the Transferred Contracts from and after the Closing. Such novation shall be subject to the terms of the Novation Agreement in substantially the form of Annex I, which shall be executed concurrently with this Agreement but effective at the Closing. The transfer of some or all of the Transferred Contracts and Other Assets shall be made by assignment and sale of all of Allied’s and CINL’s right, title and interest in and to the Transferred Contracts and Other Assets; provided, however, that if Allied or CINL cannot assign any of its right, title and interest in and to any of the Transferred Contracts or Other Assets to the CEI Parties, then Allied or CINL, as applicable, shall retain and hold such right, title and interest for the benefit of the CEI Parties. With respect to any Transferred Contracts retained by Allied or CINL pursuant to the previous sentence, the CEI Parties shall reimburse Allied for the direct costs payable to the counterparty for the benefits received by the CEI Parties under any retained Transferred Contracts, but any such reimbursement shall exclude any general and administrative costs incurred by Allied or CINL, as applicable. Such assignment shall be subject to the terms of the Assignment and Xxxx of Sale in substantially the form of Annex J, which shall be effective at the Closing.
Sample 1

Related to Transfer of Transferred Interests

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • 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. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

  • Certificates and Transfer of Interests Section 4.01. Initial Ownership 12 Section 4.02. The Certificates 12 Section 4.03. Execution, Authentication and Delivery of Certificates 12 Section 4.04. Registration of Transfer and Exchange of Certificates 12 Section 4.05. Mutilated, Destroyed, Lost or Stolen Certificates 13 Section 4.06. Persons Deemed Owners 14 Section 4.07. Access to List of Certificateholders’ Names and Addresses 14 Section 4.08. Maintenance of Office or Agency 14 Section 4.09. Restrictions on Transfers of Certificates 14

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Trust Certificates and Transfer of Interests Section 3.01

  • 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.

  • Certificate and Transfer of Interest 8 SECTION 3.1 Ownership ................................................................ 8 SECTION 3.2 The Certificate .......................................................... 8 SECTION 3.3 Authentication of Certificate ............................................ 8 SECTION 3.4 Registration of Transfer and Exchange of Certificate ..................... 9 SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Certificates ........................ 9

  • Transfer of Purchased Certificates (a) The Purchaser understands that the Purchased Certificates have not been registered under the Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from registration is available. The Purchaser further understands that neither Washington Mutual nor the Trust is under any obligation to register the Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, the Trustee and the Trust as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or Washington Mutual may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington Mutual. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington Mutual against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (b) No transfer of a Purchased Certificate shall be made unless the transferee provides Washington Mutual and the Trustee with (i) a Transferee's Agreement, substantially in the form of this Agreement, (ii) an affidavit substantially in the form of Exhibit N to the Pooling Agreement and (iii) if so indicated in such affidavit, a Benefit Plan Opinion (as defined in Section 1.01 of the Pooling Agreement).

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option: 1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests; 1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

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