Transfers by Operation of Law. (a) The Transfer by operation of law of any Shares (with or without consideration), or of any right or interest therein (other than a transfer governed by Section 10.4), shall give the Company the option to purchase such Transferred Shares in the manner and on the terms and conditions provided herein. In the event of a Transfer of Shares by operation of law, the Shareholder Transferring such Shares shall promptly give written notice of such Transfer to the Company. The Company shall be entitled to exercise its option to purchase such Shares (the “Offered Shares”) in the following manner: The Company shall have the exclusive and irrevocable right and option, exercisable at any time during a period of 30 days from the date of its receipt of such notice, to purchase the Offered Shares at a price determined in accordance with Section 10.5. If the Company elects to exercise the option, it shall give written notification thereof to the applicable Shareholder. If the Company does not provide the applicable Shareholder with affirmative written notice of its election to purchase the Offered Shares within the applicable 30-day period, the Company shall be deemed to have not elected to exercise its option to purchase the Offered Shares.
(b) If the Company elects to purchase all of the Offered Shares, the person(s) holding legal and beneficial title to such Shares shall sell all of such Shares, and shall execute and deliver the certificates evidencing such Shares to the Company, for the purchase price and on the terms and conditions set forth in Sections 10.5 and 10.6. If the Company does not elect to purchase all of such Shares within the time period set forth herein for the exercise of such option, the person(s) acquiring such Shares shall execute and become a party to this Agreement and shall hold such Shares subject to all of the terms and conditions provided herein, and no further Transfer of such Shares can be made except in accordance with the terms and conditions of this Agreement.
Transfers by Operation of Law. Any person becoming entitled to any Share in consequence of the death, dissolution or bankruptcy of any shareholder, or in any other way than in Section 5.9 provided, may be entered upon the register as the holder thereof and receive a new certificate therefor, upon delivery of the existing certificate and such proofs as may be required to the Trustees or any transfer agent of the Trust. The transfer shall have no effect until entered upon the register, and notice given to any person prior to such entry shall likewise be ineffective for any purpose. No certificates for fractional shares shall be issued.
Transfers by Operation of Law. Notwithstanding the provisions of Sections 9.2 and 9.3 above, if the Company’s interest in the Lease is transferred by operation of law, the transferee shall assume all of the obligations of the Company under this Lease, and shall provide the Issuer and the Trustee with written evidence, in a form reasonably required by such parties, of the legal proceedings ordering or authorizing such transfer.
Transfers by Operation of Law. (a) In the event that a Member or Permitted Transferee (i) files a voluntary petition under any bankruptcy or insolvency law, or a petition for the appointment of a receiver, or makes an assignment for the benefit of creditors, or (ii) is subjected involuntarily to such a petition or assignment, or to an attachment or other legal or equitable interest with respect to its Membership Interest, and such involuntary petition or assignment, or attachment or other legal or equitable interest is not discharged within ninety (90) days after its date, or (iii) is otherwise subject to a transfer of its Membership Interest by operation of law or pursuant to judicial decree or settlement of judicial proceedings, (any of the foregoing being a "Bankruptcy" and the Member or Permitted Transferee being the "Bankrupt Person"), then in such event the Bankrupt Person shall have only an Economic Interest in the Company, and shall have no right to vote or participate in management of the Company or to designate the Manager or members of the Management Committee, and shall be deemed to have offered to sell all of its Economic Interest to the other Member as provided in this Section 10.3. Such offer of sale shall be irrevocable for a period of ninety (90) days from the date on which the other Member first learned of the event which gave rise to the Bankruptcy, and within said time period the other Member may, by delivering a written notice of acceptance to the Bankrupt Person, accept the offer in respect of all, but not less than all, of said Economic Interest. If the other Member does not notify the Bankrupt Person of its decision to purchase the Economic Interest within the applicable ninety (90) day offering period, said offer to sell shall be deemed not to have been accepted by the other Member.
(b) The purchase price at which the other Member may elect to purchase an Economic Interest in accordance with the provisions of this Section 10.3 shall be the Fair Market Value of the Bankrupt Person's Economic Interest.
(c) If the other Member elects to purchase an Economic Interest in accordance with the provisions of this Section 10.3, transfer of the Economic Interest shall be made at the office of the Company on a mutually satisfactory business day within the later of thirty (30) days of acceptance of the offer to sell by the other Member or thirty (30) days of receipt of any required regulatory approvals for such transfer. Delivery of instruments evidencing such transfer to th...
Transfers by Operation of Law. In the event that any Restricted Holder, Series A-2 Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder or Series G Holder: (i) files a voluntary petition under any bankruptcy or insolvency law or a petition for the appointment of a receiver or makes an assignment for the benefit of creditors, (ii) is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to any equity securities of the Company and such involuntary petition or assignment or attachment is not discharged within 90 days, or (iii) is subjected to any other possible transfer of any equity securities of the Company by operation of law, including, without limitation, an assignment pursuant to a divorce decree or other similar proceeding, then such Restricted Holder, Series A-2 Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder or Series G Holder will notify the Company and each Preferred Stockholder of such event and the Company and each such Preferred Stockholder will have an option to purchase from any receiver, petitioner, assignee, transferee or other person obtaining an interest in such equity securities (a “Transferee by Law”) all or any portion of such equity securities and all interests therein as if, and upon the same terms and conditions as if, at the time of such event such Transferee by Law had given a Transfer Notice in accordance with the provisions of Section 3.1 of this Agreement, stating a price equal to the Fair Market Value of such equity securities (as determined in accordance with Section 5.2 hereof); provided, that the time period during which the Company and the Preferred Stockholders may elect to exercise their options to purchase such equity securities of the Transferee by Law will not begin to run until such transferring Restricted Holder, Series A-2 Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder or Series G Holder gives actual written notice of the transfer of such equity securities to the Company and the Preferred Stockholders in accordance with Section 10.2 hereof.
Transfers by Operation of Law. In the event that a Stockholder (i) files a voluntary petition under any bankruptcy or insolvency law or a petition for the appointment of a receiver or makes an assignment for the benefit of creditors, or (ii) is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to his Shares and such involuntary petition or assignment or attachment is not discharged within thirty (30) days after its date, or (iii) is subject to a transfer of his Shares by operation of law, the Company or its assignee shall have the right to elect to purchase all of the Shares which are then owned by the Stockholder at a purchase price per Share determined in accordance with Section 2.7 hereof. Failure of the Company to elect to purchase the Shares under this Section 2.3 shall not affect the right of any of them to purchase the same Shares under Section 2.2 in the event of a proposed sale, assignment, transfer or other disposition by or to any receiver, petitioner, assignee, transferee or other person obtaining an interest in the Shares.
Transfers by Operation of Law. In the event that prior to the ----------------------------- expiration of the Option Term a Management Stockholder (i) files a voluntary petition under any bankruptcy or insolvency law or a petition for the appointment of a receiver or makes an assignment for the benefit of creditors, or (ii) is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to its Existing Shares, and such involuntary petition or assignment or attachment is not discharged within 30 days after its date, or (iii) is subject to a transfer of Existing Shares by operation of law, Mayflower shall have the right, at any time from the date of such event to the date 60 days after the date the Corporation receives written notice from the Management Stockholder of such event, to elect to purchase all of the Management Shares which are owned by said Management Stockholder, at the higher of the prices provided in Sections 5(a) and 5(c) hereof in accordance with the terms provided in this Agreement.
Transfers by Operation of Law. In the event that a Member (i) declares its intention to file a voluntary petition under bankruptcy or insolvency law or files a voluntary petition under any bankruptcy or insolvency law or a petition for the appointment of a receiver or makes an assignment for the benefit of creditors, or (ii) is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to the Member's Interests, and such involuntary petition or assignment or attachment is not discharged within 30 days after the date thereof, or (iii) is subject to a transfer of its Interests by operation of law, then if such Member is a Fleetwood Member, Cayuga may elect to require the Company to Effect a Redemption with respect to the Icahn Group, and if such Member is an Cayuga Member, then Fleetwood may elect to require the Company to Effect a Redemption with respect to the Cayuga Group.
Transfers by Operation of Law. In the event that a Stockholder (i) files a voluntary petition under any bankruptcy or insolvency law, or a petition for the appointment of a receiver or makes an assignment for the benefit of creditors, or (ii) is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to his or her shares of Stock, and such involuntary petition or assignment or attachment is not discharged within 60 days after its date, or (iii) is subjected to a transfer of shares of his or her Stock by operation of law, the Company shall have the right to elect to purchase all or any part of the shares of Stock which are owned by the Stockholder. Failure of the Company to elect to purchase said shares under this Section shall not affect its right to purchase the same shares under Section 1 in the event of a proposed sale, assignment, transfer, pledge or other disposition thereof by or to any receiver, petitioner, assignee, transferee or other person obtaining an interest in said shares.
Transfers by Operation of Law. In the event that any Shareholder: (i) files a voluntary petition under any bankruptcy or insolvency law or a petition for the appointment of a receiver or makes an assignment for the benefit of creditors, (ii) is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to any equity securities of the Company and such involuntary petition or assignment or attachment is not discharged within ninety (90) days, or (iii) is subjected to any other possible transfer of any equity securities of the Company by operation of law, including without limitation an assignment pursuant to a divorce decree or other similar proceeding, then such Shareholder shall notify the Company and each other Shareholder of such event and the Company and each other Shareholder shall have an option to purchase from any receiver, petitioner, assignee, transferee, or other person obtaining an interest in such equity securities (unless such person is a Permitted Transferee) (a "Transferee by Law") all or any portion of such equity securities and all interests therein as if, and upon the same terms and conditions as if, at the time of such event such Transferee by Law had given a Transfer Notice in accordance with the provisions of Section 3 of this Agreement, stating a price equal to the Fair Market Value of such equity securities (as determined in accordance with Section 5(b) below).
