TRANSFERS BY KEY EMPLOYEES Sample Clauses

TRANSFERS BY KEY EMPLOYEES. (a) Subject to Section 4.4(b), no Key Employees shall Transfer any -------------- Common Stock and/or Common Stock Equivalents unless all of the Common Stock and Common Stock Equivalents of the Company are being transferred as part of the same transaction. (b) Notwithstanding the provision of paragraph (a) of this Section ------- 4.4, following the consummation of a Qualified IPO, each of the two Key Employees may Transfer in any given calendar year, the sum of (i) one half of the number of securities he could sell into the public market during each calendar quarter of such year under Rule 144 promulgated under the Securities Act without registration under the Securities Act (prorated for the partial year in which the Qualified IPO is consummated, and calculated assuming that such Key Employee at all times is an "affiliate" of the Company for purposes of such rule), plus (ii) if any Capital Z Holder Transfer of any of its shares (including any disposition or distribution to any partner of such Capital Z Holder, but excluding any Transfers between Capital Z Financial Services Fund II, L.P. and Capital Z Financial Services Private Fund II, L.P.), that number of his securities as represents the same percentage of the securities so Transferred by such Capital Z Holder, plus, (iii) any amount of securities permitted to be Transferred under this provision in a prior calendar year that he did not so Transfer.
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Related to TRANSFERS BY KEY EMPLOYEES

  • Transfers by Members No holder of Units shall Transfer any interest in any Units, except Transfers (a) pursuant to and in accordance with Sections 10.02 and 10.09 or (b) approved in advance and in writing by the Manager, in the case of Transfers by any Member other than the Manager, or (c) in the case of Transfers by the Manager, to any Person who succeeds to the Manager in accordance with Section 6.04. Notwithstanding the foregoing, “Transfer” shall not include (i) an event that terminates the existence of a Member for income tax purposes (including, without limitation, a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member), but that does not terminate the existence of such Member under applicable state Law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member) or (ii) any indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in the Corporation.

  • Transfers by Banks Any Bank (the “Transferor Bank”) may at any time cause all or any part of its rights, benefits and/or obligations under this Agreement and the Security Documents to be transferred to any other bank or financial institution (a “Transferee Bank”) by delivering to the Agent a Transfer Certificate duly completed and duly executed by the Transferor Bank and the Transferee Bank. No such transfer is binding on, or effective in relation to, the Borrowers or the Agent unless (i) it is effected or evidenced by a Transfer Certificate which complies with the provisions of this clause 15.3 and is signed by or on behalf of the Transferor Bank, the Transferee Bank and the Agent (on behalf of itself, the Borrowers and the other Creditors) and (ii) such transfer of rights under the other Security Documents has been effected and registered. Upon signature of any such Transfer Certificate by the Agent, which signature shall be effected as promptly as is practicable after such Transfer Certificate has been delivered to the Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate shall have effect as set out below. The following further provisions shall have effect in relation to any Transfer Certificate: 15.3.1 a Transfer Certificate may be in respect of a Bank’s rights in respect of all, or part of, its Commitment and shall be in respect of the same proportion of its Contribution; 15.3.2 a Transfer Certificate shall only be in respect of rights and obligations of the Transferor Bank in its capacity as a Bank and shall not transfer its rights and obligations as the Agent, or in any other capacity, as the case may be and such other rights and obligations may only be transferred in accordance with any applicable provisions of this Agreement; 15.3.3 a Transfer Certificate shall take effect in accordance with English law as follows: (a) to the extent specified in the Transfer Certificate, the Transferor Bank’s payment rights and all its other rights (other than those referred to in clause 15.3.2 above) under this Agreement are assigned to the Transferee Bank absolutely, free of any defects in the Transferor Bank’s title and of any rights or equities which the Borrowers had against the Transferor Bank; (b) the Transferor Bank’s Commitment is discharged to the extent specified in the Transfer Certificate; (c) the Transferee Bank becomes a Bank with a Contribution and/or a Commitment of the amounts specified in the Transfer Certificate; (d) the Transferee Bank becomes bound by all the provisions of this Agreement and the Security Documents which are applicable to the Banks generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Arranger, the Agent and the Security Agent and to the extent that the Transferee Bank becomes bound by those provisions, the Transferor Bank ceases to be bound by them; (e) an Advance or part of an Advance which the Transferee Bank makes after the Transfer Certificate comes into effect ranks in point of priority and security in the same way as it would have ranked had it been made by the Transferor Bank, assuming that any defects in the Transferor Bank’s title and any rights or equities of any Security Party against the Transferor Bank had not existed; and (f) the Transferee Bank becomes entitled to all the rights under this Agreement which are applicable to the Banks generally, including but not limited to those relating to the Majority Banks and those under clauses 3.6, 5 and 12 and to the extent that the Transferee Bank becomes entitled to such rights, the Transferor Bank ceases to be entitled to them; 15.3.4 the rights and equities of the Borrowers or of any other Security Party referred to above include, but are not limited to, any right of set-off and any other kind of cross-claim; and 15.3.5 the Borrowers, the Account Bank, the Security Agent, the Arranger, the Swap Providers and the Banks hereby irrevocably authorise and instruct the Agent to sign any such Transfer Certificate on their behalf and undertake not to withdraw, revoke or qualify such authority or instruction at any time. Promptly upon its signature of any Transfer Certificate, the Agent shall notify the Borrowers, the Transferor Bank and the Transferee Bank.

  • Transfers and Rollovers The Custodian can receive amounts transferred or rolled over to this Xxxx XXX from the trustee or custodian of another Xxxx XXX as permitted by Code or applicable Regulations. The Custodian reserves the right not to accept any transfer or rollover.

  • Transfers, etc (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws. (b) Each certificate representing Warrant Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such act and applicable state securities laws or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act. (c) The Company will maintain a register containing the name and address of the Holder of this Warrant. The Holder may change the Holder's address as shown on the warrant register by written notice to the Company requesting such change. (d) Subject to the provisions of clauses (a) and (b) of this Section 5, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency). Upon the presentation and surrender of such items to the Company, the Company shall execute and deliver to the transferee or transferees of this Warrant a new Warrant or Warrants, in the name of the transferee or transferees named in the assignment, and this Warrant shall at that time be canceled to the extent transferred.

  • Transfers From Other Plans We can receive amounts transferred to this Xxxx XXX from the trustee or custodian of another Xxxx XXX as permitted by the Code. In addition, we can accept rollovers of eligible rollover distributions from employer-sponsored retirement plans as permitted by the Code. We reserve the right not to accept any transfer.

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.

  • Transfers to Affiliates Notwithstanding the provisions of Section 7.1, a Partner may, without the consent of the other Partner, Transfer all or a portion of its Interest to an Affiliate of such Partner, so long as such Affiliate is admitted to the Partnership as a Partner pursuant to Section 7.3, and provided further that such Affiliate is not a Benefit Plan Investor.

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • TRANSFERS AND VACANCIES 8.3.1 School Directors will, through the Superintendent’s Designee, announce and post all intra-school vacancies when they occur or become known. Teachers within that school will have five (5) school days from the date of posting in which to apply for the vacancy. If this vacancy is not filled by an intra-school teacher, then the vacancy will be posted as stated in Section 8.3.3. 8.3.2 Teachers returning from leave may apply for any school vacancies posted for the school to which they were assigned when their leave commenced. 8.3.3 All school vacancies shall be posted on the District’s website for at least five (5) days as these vacancies occur. Teachers will be given the opportunity to apply for these vacancies or openings as they are posted. Applications will be submitted to the Superintendent’s Designee. 8.3.4 Teachers returning from any leave of absence will be notified all available vacancies for the next school year and may apply for these vacancies as they are posted. To ensure positions, these teachers may also be assigned to positions by the Superintendent’s Designee. 8.3.5 Notification of vacancies occurring after the regular school year will be posted on the District website as well as e-mailed to all district staff via the district e-mail system. During the ten calendar days prior to the first teacher workday, the five (5) day posting may be waived. Administrators will make every effort to contact teachers who have previously expressed an interest through a Request of Transfer submitted to the Superintendent’s Designee by March 15 (8.2.1.1). 8.3.6 All qualified in-district applicants for teacher vacancies shall be interviewed by the appropriate administrator and school hiring team when possible. Each interviewed applicant shall be notified in writing of the disposition of his/her application. 8.3.7 The Association and Board of Education agree that collaboration in the teacher hiring process is desirable and that every opportunity should be given to district teachers to provide their input on hiring teams. We collectively understand that circumstances may lead to the need for hiring decisions to be made by administration without consultation. We understand this should not be a consistent occurrence and all efforts will be made to follow the above philosophy. Finally, we agree that the Superintendent will make final hiring recommendations to the Board of Education.

  • Rollover Contributions and Transfers The Custodian shall have the right to receive rollover contributions and to receive direct transfers from other custodians or trustees. All contributions must be made in cash or check.

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