Transfer Requirements. Subject to the provisions of Section 8.01, no Assignee (including a Permitted Transferee) will be admitted to the Company as a Member unless the following conditions are satisfied:
(a) In the case of a Transfer to a Permitted Transferee or pursuant to Section 8.01, a duly executed written instrument of Transfer is provided to the Managing Member, specifying the Units being Transferred and setting forth the intention of the Member effecting the Transfer that the Transferee succeed to a portion or all of such Member’s Units as a Member;
(b) If requested by the Managing Member, an opinion of responsible counsel (who may be counsel for the Company) is provided to it, reasonably satisfactory in form and substance to the Managing Member to the effect that:
(i) such Transfer would not violate the Securities Act or any state securities or blue sky Laws applicable to the Company or the Units to be Transferred;
(ii) such Transfer would not cause the Company to be considered a publicly traded partnership under Section 7704(b) of the Code; and
(iii) such Transfer would not cause the Company to lose its status as a partnership for U.S. federal income tax purposes, it being understood that the opinions described in clauses (ii) and (iii) above shall only be required to the extent that the Managing Member shall reasonably determine that such Transfer may otherwise raise a material risk that the Company would be considered a publicly traded partnership under Section 7704(b) of the Code or lose its status as a partnership for U.S. federal income tax purposes, as the case may be.
(c) In the case of a Transfer to a Permitted Transferee or pursuant to Section 8.01, the Member effecting the Transfer and the Transferee execute any other instruments that the Managing Member deems reasonably necessary or desirable for admission of the Transferee, including the written acceptance by the Transferee of this Agreement and such Transferee’s agreement to be bound by and comply with the provisions hereof, and the Member effecting the Transfer and the Transferee provide the Managing Member any information necessary to comply with the requirements of Section 743(e) of the Code, if applicable; and
(d) Other than in connection with a Transfer pursuant to Section 8.02 or unless waived by the Managing Member, the Member effecting the Transfer or the Transferee pays to the Company a transfer fee in an amount sufficient to cover the reasonable out-of-pocket expenses incurred by the Company in c...
Transfer Requirements. The holder of Capital Stock, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 6. Before any proposed sale, pledge, or transfer of any Capital Stock, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Stockholder thereof shall give notice to the Company of such Stockholder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Stockholder’s expense by either (a) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Capital Stock may be effected without registration under the Securities Act, whereupon the holder of such Capital Stock shall be entitled to sell, pledge, or transfer such Capital Stock in accordance with the terms of the notice given by the Stockholder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Stockholder distributes Capital Stock to an Affiliate of such Stockholder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 6.2. Each certificate, instrument, or book entry representing the Capital Stock transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 4, except that such certificate shall not bear such restrictive legends if, in the opinion of counsel for such Stockholder and the Company, such legends are not required in order to establish compliance with any provisions of the Securities Act.
Transfer Requirements. If a Transfer Requirement applicable to the transactions contemplated by this Agreement is not obtained, complied with or otherwise satisfied prior to the Closing Date, then, unless otherwise mutually agreed by Seller and Buyer, any Asset or portion thereof affected by such Transfer Requirement (a “Retained Asset”) shall be held back from the Assets to be transferred and conveyed to Buyer at Closing and the Purchase Price to be paid at Closing shall be reduced by the portion of the Purchase Price which would be allocated to such Retained Asset pursuant to Section 7.2 if such Retained Asset were a Preference Property. Any Retained Asset so held back at the initial Closing will be conveyed to Buyer within ten (10) days following the date on which Seller obtains, complies with or otherwise satisfies all Transfer Requirements with respect to such Retained Asset for a purchase price equal to the amount by which the Purchase Price was reduced on account of the holding back of such Retained Asset; provided, however, if all Transfer Requirements with respect to any Retained Asset so held back at the initial Closing are not obtained, complied with or otherwise satisfied within one hundred eighty (180) days following the Closing Date, then such Retained Asset shall be eliminated from the Assets and this Agreement unless Seller and Buyer mutually agree to proceed with a closing on such Retained Asset in which case Buyer shall be deemed to have waived any objection with respect to non-compliance with such Transfer Requirements. In connection with any subsequent conveyance of a Retained Asset, appropriate adjustments for Net Cash Flow attributable to such Retained Asset will be made to account for any delayed Closing with respect to such Retained Asset.
Transfer Requirements. The Participant agrees that, to ensure compliance with the restrictions imposed by this Agreement and the Plan, (i) the Board may impose administrative requirements relating to the transfer of any shares of Common Stock issued and/or deliverable hereunder, and (ii) as and when applicable, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company administers transfers of its own securities, it may make appropriate notations to the same effect in its own records.
Transfer Requirements. No permitted assignee or transferee of all or part of the interest of the Limited Partner in the Partnership shall have the right to become a substitute limited partner unless all of the following occur:
(a) The transferring Limited Partner has stated the intention that the assignee becomes a limited partner in his or her own right in the instrument of assignment.
(b) The assignee has executed an instrument reasonably satisfactory to the General Partner, accepting and adopting the terms and provisions of this Agreement.
(c) The assignor or assignee pays any reasonable expenses in connection with the admission of the assignee as a Limited Partner.
(d) The General Partner consents to the assignee becoming a substitute limited partner. The General Partner may withhold its consent, even arbitrarily, in the sole and absolute discretion of the General Partner.
Transfer Requirements. During the term of this Compact, the Tribe may enter into a Transfer Agreement with one or more Indian tribes to acquire Gaming Device Operating Rights up to the Tribe's number of Additional Gaming Devices or to transfer some or all of the Tribe's Gaming Device Operating Rights up to the Tribe's Current Gaming Device Allocation, except that if the Tribe is Navajo Nation, then the Tribe may transfer only up to 1400 Gaming Devices of its Current Gaming Device Allocation. The Tribe's acquisition or transfer of Gaming Device Operating Rights is subject to the following conditions:
Transfer Requirements. All Transfer Requirements related to the Contributed Interests have been complied with or otherwise satisfied.
Transfer Requirements. Buyer’s purchase of the Assets is expressly subject to all validly existing and applicable Transfer Requirements. With respect to all post-Closing Transfer Requirements Seller shall prepare and send notices to holders of any such Transfer Requirements (which notices shall be in form and substance reasonably satisfactory to Buyer) and otherwise use commercially reasonable efforts to satisfy such Transfer Requirements.
Transfer Requirements. Other than a Permitted Disposition (which shall be expressly allowed if otherwise in compliance with this Section 7.1.3), a Member shall not make or permit a Disposition of all or any portion of its Units or make or permit any filing, election or other action which could result in a deemed Disposition of such Units without the prior written consent of the Manager (an “Authorized Disposition”), which consent may be withheld in the sole discretion of the Manager. In connection with any Disposition, including any Permitted Disposition, the Manager may require: (i) an opinion of counsel, satisfactory to the Manager, that the registration of the Unit(s) is not required under the Securities Act of 1933, as amended, or any applicable state securities laws and that such Disposition (either considered alone or in the aggregate with prior transfers by the Members) will not result in the termination of the Company for federal income tax purposes; and (ii) a written agreement from the Person to whom the Disposition of the Units is made, acceptable to the Manager, that such Person will be bound by, and will take such Units subject to, the obligations, conditions and restrictions hereunder as same applies to Members or their Units. Notwithstanding anything to the contrary, in the event of a Permitted Disposition, the Member making such Permitted Disposition shall provide the Manager with written notice of the Permitted Disposition at least five (5) business days prior to the effective date of the Permitted Disposition detailing the number of Units being transferred, the name and address of the transferee, and the allocated Capital Account being transferred to the transferee.
Transfer Requirements. After the Lock-Up Period, each LP Unit Recipient may only sell, transfer, assign, pledge or encumber, or otherwise convey any or all of the LP Units delivered to it and, if applicable, any Conversion Shares, in strict compliance with this Agreement, the Partnership Agreement, the charter documents of the REIT, the registration and other provisions of the Securities Act (and the rules promulgated thereunder), any state securities laws, the rules of the New York Stock Exchange and the Registration Rights Agreement, in each case as may be applicable. A legend may be placed on the face of the certificates evidencing the Conversion Shares to notify the holder of the restrictions on transfer under applicable federal or state securities laws. The provisions of this Section 4.4 shall survive the Closing.
