Transfers to Associated Companies Sample Clauses

Transfers to Associated Companies. Subject to the limitations set forth in Section 16.5. the Members agree that it will be permissible at any time for a Member to transfer its whole. but not part of. its Membership Interest to a transferee who is an Associated Company of a Member provided (i) that the transferor remains liable for its duties and obligations hereunder and (ii) the Membership Interest transferred will be retransferred to the transferor Member immediately upon the transferee ceasing to be such an Associated Company. Failure to make such re-transfer within fourteen days of the transferee ceasing to be such an Associated Company shall result in a Deemed Transfer Notice under Section 13.4(b). Each Member agrees to provide to the other Members such information as may reasonably be required to ascertain whether the transferee has ceased to be such an Associated Company. The Members agree that it will be permissible for the Members to transfer all. but not part of. their Membership Interest to a third party transferee “in compliance with the following provisions: (a) If one Member (the “Initiating Member”) receives an outside offer from any third party to purchase all of its Membership Interest it shall promptly give the other Member written notice accordingly (an “Outside Offer Notice”) setting out the following details of the proposed purchase. namely: (i) the full name and address of the proposed purchaser; (ii) the full terms and conditions of the proposed offer including the price payable for the Membership Interest. and any additional consideration which is or may become payable to any of the Initiating Member and its Associated Companies which is attributable directly or indirectly to the offer. (b) The other Member shall be entitled at any time within twenty-one (21) days after receipt of an Outside Offer Notice to serve a notice on the Initiating Member (a “Take Along Notice”) requiring the Initiating Member to procure the purchase by the third party purchaser, or failing such purchase, purchase by the Initiating Member, of the whole, but not pan, of the Membership Interest held by the other Member on the terms and conditions as are specified in the Outside Offer Notice including payment of the additional consideration and, subject to the terms set out below, the Initiating Member shall thereupon be bound by such Take Along Notice and shall procure the purchase or purchase the Membership Interest on the terms and conditions specified in the Outside Offer Notice. A Take Alon...
AutoNDA by SimpleDocs
Transfers to Associated Companies. 11.2.1 Any Shareholder may transfer all or some of its Shares (or any interest in its Shares) to an Associated Company on giving prior written notice to the other Shareholder. An Associated Company must be under an obligation to retransfer its Shares to the Shareholder or another Associated Company of that Shareholder immediately if it ceases to be an Associated Company. 11.2.2 Following a transfer of Shares to an Associated Company, the original transferring Shareholder (but not a subsequent transferor in a series of transfers to Associated Companies) shall remain party to this Agreement and shall be jointly and severally liable with the transferee under this Agreement as a Shareholder in respect of the transferred Shares. Any transferee Shareholder will be required to sign a Deed of Adherence. 11.2.3 Where not all of the Shares held by the original transferring Shareholder (but not a subsequent transferor in a series of transfers) are transferred: (i) the transferring Shareholder must be granted the exclusive right to exercise votes in respect of each Share transferred on behalf of the transferee; (ii) this Agreement and the Articles shall apply as if the transferring Shareholder and the transferee are one Shareholder; (iii) all the rights of the transferee under this Agreement and the Articles shall be exercised exclusively by the transferring Shareholder; (iv) any notice given by the transferring Shareholder under the Agreement or the Articles shall be deemed also to be given by the transferee; and (v) any notice required to be given to the transferee shall be given also to the transferring Shareholder.
Transfers to Associated Companies. 19.2.1 Subject to Clause 19.2.2, any Shareholder may transfer all but not some of its Shares to an Associated Company on giving prior written notice to the other Shareholder. An Associated Company must be under an obligation to retransfer its Shares to the Shareholder or another Associated Company of that Shareholder immediately if it ceases to be an Associated Company. 19.2.2 Following a transfer of Shares to an Associated Company, the original transferring Shareholder (but not a subsequent transferor in a series of transfers to Associated Companies) shall remain party to this Deed and shall be jointly and severally liable with the transferee under this Deed as a Shareholder in respect of the transferred Shares. The transferee shall become a party to this Deed and shall assume all the rights and liabilities of the transferor under this Deed as a Shareholder in respect of the transferred shares .
Transfers to Associated Companies. 12.2.1 Any Shareholder may transfer all of its Shares to an Associated Company on giving prior written notice to the other Shareholder. An Associated Company must be under an obligation to re-transfer its Shares to the Shareholder or another Associated Company of that Shareholder immediately if it ceases to be an Associated Company. 12.2.2 Following a transfer of Shares to an Associated Company, the original transferring Shareholder (but not a subsequent transferor in a series of transfers to Associated Companies) shall remain party to this Agreement and shall be jointly and severally liable with the transferee under this Agreement as a Shareholder in respect of the transferred Shares.

Related to Transfers to Associated Companies

  • 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.

  • Transfers to Permitted Transferees Prior to the transfer of Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), the Executive shall deliver to Investors a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Units transferred to such Person will continue to be Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Units in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and Investors shall not record such transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.

  • VACANCIES, TRANSFERS AND PROMOTIONS A. As it relates to individual employees who are not regulated by the Teacher Tenure Act, a vacancy is defined as a newly created position or a current position in the bargaining unit which the Board intends to fill which has become open due to death, reassignment, retirement, resignation or dismissal of an employee. Such positions will not be posted until all teachers are assigned. 1. The above vacancies shall be posted online and via school email to all staff. 2. Positions as described above shall be posted at least ten (10) business days prior to being permanently filled, unless the vacancy occurs and is posted within ten (10) business days of the first official teacher work day of the school year. In that case, the posting period will be five (5) business days. 3. Any employee may apply for such positions by submitting a written letter to the Superintendent's Office. 4. After the last instructional day of the year, the Board shall post vacancies at the Superintendent’s Office. An employee with a request for a transfer on file under D. below or who has requested summer vacancy notices under C. below will be notified. B. As it relates to individual employees who are not regulated by the Teacher Tenure Act, an employee desiring to learn of position vacancies that occur during the summer shall leave self-addressed, stamped envelopes in the Personnel Office. Application for and filling of such summer vacancies shall follow the procedures in B. above. C. As it relates to individual employees who are not regulated by the Teacher Tenure Act, a request by an employee for transfer to a different building or position may be made at any time. Such request shall be made in writing to the Personnel Office with a copy to the Association President. The application shall set forth the school, grade or position sought, and the applicant's qualifications. Such request shall be reviewed twice each year to assure active consideration by the Board. In the event an employee is granted a transfer, the record of the transfer and any pertinent information related to the transfer shall be placed into the employee’s personnel file. No employee will be discriminated against because of a request to transfer.

  • TRANSFERS AND PROMOTIONS 9.1 Notices for permanent full-time vacancies within this bargaining unit, including full-time entry level positions, shall be posted online though the district website posting system and an email will be sent out to every employee notifying them of the job opening, and a copy of each posting shall be sent to the Union Vice-President. Notices shall be posted five (5) working days prior to the application deadline, unless in an emergency the time frame may be reduced after consulting with the local Vice-President of the Union. No permanent appointment shall be made until after the deadline for filing applications. The positions will be filled, if possible, from those seeking a lateral transfer and if not possible, from those seeking promotion. Part-time employees will be given preference for full-time vacancies over outside applicants. Transfers will be honored according to seniority. Positions that will be or have been vacant for at least 6 months shall be posted within 10 days of the vacancy. Also all posted positions will be filled within 30 days of the vacancy. Vacancies means any permanent separation of employment and does not apply when positions are not being filled due to 7:5. 9.2 Service in a part-time position will be converted to full-time equivalency and used to determine seniority status in bidding for an upgraded position (i.e. four (4) hours per work day equals two (2) years full-time seniority). 9.3 The written notice of a vacancy shall contain: (a) type of vacancy; (b) position description; (c) location and shift; (d) starting date; (e) qualifications; (f) salary; and (g) other relevant information. 9.4 The written notice set forth for a particular position shall not be substantively changed after posting. 9.5 Employees who desire a transfer to a posted position may apply as specified in the posting notice. The decision on transfer requests shall be awarded to the most senior applicant, provided he or she is qualified for the position.

  • Transfers to QIBs The following provisions shall apply with respect to the registration or any proposed registration of transfer of a Note constituting a Restricted Note to a QIB (excluding transfers to Non-U.S. Persons): (i) the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on such Holder’s Note stating, or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on such Holder’s Note stating, or has otherwise advised the Issuer and the Registrar in writing, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) if the proposed transferee is an Agent Member, and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest in the Global Note, upon receipt by the Registrar of instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note in an amount equal to the principal amount of the Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred.

  • 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 Without Posting Lateral transfers or voluntary demotions may be granted, without posting for: (a) Compassionate or medical grounds to regular Employees who have completed their probationary period; (b) All Employees who have become incapacitated by industrial injury or industrial illness. In such cases, the Screening Committee outlined in 11.11 shall consider any applications or requests presented to the Committee. Each request for special consideration shall be judged solely on its merit.

  • Transfers of Personal Data Oracle may store or transfer Your Content on a global basis as necessary for the Purpose(s). Oracle and its affiliates may perform certain aspects of the Services (e.g., administration, maintenance, support, disaster recovery, data processing, etc.) from locations and through subcontractors, worldwide. Data transfers are made subject to the terms of the EU Standard Contractual Clauses for Controllers (“Clauses”) if: (a) You (or Your data partner) share, use, or process Personal Data under this Agreement; and (b) such data transfer is: (i) subject to any restrictions or requirements under Directive 95/46/EC or Regulation (EU) 2016/679 repealing Directive 95/46/EC (General Data Protection Regulation); and (ii) made to countries, jurisdictions or recipients outside the EEA or Switzerland not recognized by the European Commission as ensuring an adequate level of protection pursuant to Directive 95/46/EC or General Data Protection Regulation. You and Oracle agree that incorporation of the Clauses into this Agreement acts as a legally-binding execution of the Clauses as entered into between Oracle (acting in its own name and in the name and on behalf of the Oracle affiliates) and You (acting in Your own name and in the name and on behalf of Your affiliates).

  • 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.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!