Transfers to Family Members or Trusts Sample Clauses

Transfers to Family Members or Trusts. Nothing in Sections 9(a) and (b) shall require Burnx xx the Existing Stockholder to obtain the other's consent to a transfer of all or a portion of his respective shares of Company Common Stock subject to the restrictions on transfer set forth in Section 9(a) or Section 9(b), by death or inter vivos, (i) to any of his Family Members, or (ii) to any trust established solely for his benefit or for the benefit of one or more of his Family Members, or to any legal entity in which he or any of these Persons are the sole beneficial owners. Any shares transferred to the executor of an estate, in the case of death, to any Family Member, or to any trust or other legal entity described above in subsection (ii) of this Section 9(c), shall be subject to the provisions of this Section 9. No transfer of shares may be made to any of the foregoing Persons pursuant to this Section 9(c) unless and until the Person delivers to Burnx xx the Existing Stockholder, as the case may be, a signed counterpart of this Agreement or a written acknowledgment that the shares to be received in the proposed transfer are subject to Section 9 of this Agreement and that the Person and his successors in interest are bound by this Section 9 and agree to comply with its terms. Any attempted transfer of shares under this Section 9(c) to any of the foregoing Persons other than in accordance with this Section 9(c) shall be null and void and the Company will refuse to recognize the transfer and not reflect in its records any change in record ownership of shares pursuant to the transfer, and the Company will refuse to treat as owner of the shares or to accord the right to vote as the owner or to pay dividends to any transferee to whom the shares shall have been transferred.
Sample 1
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Transfers to Family Members or Trusts. The SEI Stockholders, or ------------------------------------- any of them, may transfer all or any portion of their respective Shares, by death or inter vivos, to any other SEI Stockholders, to any of Saban's family ----- ----- members (including the "spouse" of an "affected SEI Stockholder" (as defined below)), to any trust established solely for the benefit of one or more of Saban's family members, or to any legal entity in which Saban or any such Persons are the sole beneficial owners; provided, however, that the Shares -------- ------- transferred to the executor of an estate, in the case of death, to any such family member, trust or legal entity shall be subject to the provisions of this Agreement. In the event of the dissolution of the marital relationship of any SEI Stockholder, including Saban, or in the event of the execution of a binding agreement or issuance of an order with respect to marital property of any SEI Stockholder, including Saban, any and all Shares transferred pursuant thereto to the spouse (or ex-spouse) (herein, the "spouse") of such SEI Stockholder (the "affected SEI Stockholder") shall be subject to all of the provisions of this Agreement, including the provisions of Section 4 and Section 7 hereof; provided, -------- that if the spouse desires to transfer any or all of such Shares pursuant to the provisions of Section 4 hereof, the spouse shall first offer to sell to the affected SEI Stockholder the Shares proposed to be transferred, and all of the procedures of Section 4 shall apply thereto (with all references therein to "Transferor" applying to the spouse, and all references to the "offeree" therein applying to the affected SEI Stockholder); and the provisions of Section 8 of this Agreement shall continue to be applicable to such spouse, notwithstanding such dissolution or order.
Sample 1

Related to Transfers to Family Members or Trusts

  • 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.

  • Transfers to Non-U.S. Persons The following provisions shall apply with respect to any transfer of a Restricted Security to a Non-U.S. Person under Regulation S:

  • 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 to QIBs The following provisions shall apply with respect to the registration of any proposed transfer of a Note constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):

  • 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.

  • Assignments and Transfers; No Third Party Beneficiaries Except as otherwise provided herein, this Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives, but shall not otherwise be for the benefit of any third party. The rights of any Holder hereunder are assignable in connection with the transfer (subject to applicable securities and other laws) of Equity Securities held by such Holder; provided, however, that (1) the transferor shall, prior to the effectiveness of such transfer, furnish to the Company written notice of the name and address of such transferee and the Equity Securities that are being assigned to such transferee, (2) the transferor shall cause such transferee to, concurrently with the effectiveness of such transfer, become a party to this Agreement as a Holder and be subject to all applicable restrictions set forth in this Agreement. Subject to Section 6.6, this Agreement and the rights and obligations of any Party hereunder shall not otherwise be assigned without the mutual written consent of the other parties.

  • Designation of Charitable Beneficiaries By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Trust such that the Shares held in the Trust would not violate the restrictions set forth in Section 13.2(a) in the hands of such Charitable Beneficiary. Neither the failure of the Company to make such designation nor the failure of the Company to appoint the Trustee before its automatic transfer provided for in Section 13.2(b) shall make such transfer ineffective; provided that the Company thereafter makes such designation and appointment. The designation of a nonprofit organization as a Charitable Beneficiary shall not entitle such nonprofit organization to serve in such capacity and the Company may, in its sole discretion, designate a different nonprofit organization as the Charitable Beneficiary at any time and for any or no reason. Any determination by the Company with respect to the application of this Article XIII shall be binding on each Charitable Beneficiary.

  • Prohibition on Transfers, Other Actions Until the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 5.01, the Stockholder agrees that it shall not (i) Transfer any of such Stockholder’s Covered Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iii) take any action that could reasonably be expected to restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. The Stockholder shall not request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any Certificate representing any of such Stockholder’s Covered Shares save for any Permitted Transfer. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any action, or restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of the date hereof as set forth on Schedule 1.B hereto to the extent such action or restriction is inconsistent with the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge or security interest, such Stockholder agrees that there are no terms of any such pledge or security interest that will prevent or impair such Stockholder from complying with any obligation, agreement or covenant set forth herein.

  • Transfers of Membership Interests Except as set forth in this Article 9 or elsewhere in this Agreement, no Investor may Transfer all or any part of such Investor’s Shares; provided, however, that an Investor may, with the prior written consent of the Manager, which consent may be withheld or denied for any reason, and upon compliance with this Article 9, Transfer all or a portion of such Investor’s Shares. In the case of any attempted or purported Transfer of a Share not in compliance with this Agreement, the transferring Investor may be designated as a “Defaulting Member”. Notwithstanding the foregoing, unless agreed to by the Manager in writing, no Investor may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Fund (including the amount of Fund distributions, the value of the Fund Assets, or the results of Fund operations), within the meaning of Section 1.7704-1(a)(2)(i)(B) of the Regulations.

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