Unpermitted Transfers; Involuntary Transfers Sample Clauses

Unpermitted Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Subject Securities in violation of this Section 2 shall, to the fullest extent permitted by Law, be null and void ab initio. If any involuntary Transfer of any of such Company Stockholder’s Subject Securities shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.
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Unpermitted Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Shares in violation of this Article II shall, to the fullest extent permitted by Law, be null and void ab initio. In furtherance of the foregoing, the Holder hereby authorizes and instructs the Company to instruct its transfer agent to enter a stop transfer order with respect to all of the Shares, subject to the provisions hereof and provided that any such stop transfer order will immediately be withdrawn and terminated by the Company following the termination of this Agreement. If any involuntary Transfer of any of the Holder’s Shares shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.
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Unpermitted Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Shares or Pacers OpCo Membership Interests in violation of this Article II shall, to the fullest extent permitted by applicable Law, be null and void ab initio. In furtherance of the foregoing, each Holder hereby authorizes and instructs Parent to instruct its transfer agent to enter a stop transfer order with respect to all of the Shares and Pacers OpCo Membership Interests and to instruct Parent in its capacity as sole managing member of Pacers OpCo not to recognize any Transfer of Pacers OpCo Membership Interests in violation of Article II on the books and records of Pacers OpCo; provided, that such stop transfer order or other prohibition shall be removed with respect to any Transfer permitted under this Agreement. If any involuntary Transfer of any of a Holder’s Shares or a Holder’s Pacers OpCo Membership Interests shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares or Pacers OpCo Membership Interests subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.
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Unpermitted Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Shares in violation of this Article II shall, to the fullest extent permitted by Law, be null and void ab initio. In furtherance of the foregoing, the Holder hereby authorizes and instructs Parent to instruct its transfer agent to enter a stop transfer order with respect to all of the Shares. If any involuntary Transfer of any of the Holder’s Shares shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.
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Unpermitted Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Covered Securities in violation of this Article II shall, to the fullest extent permitted by Law, be null and void ab initio, with no further action required by or on behalf of Parent or the Company. In furtherance of the foregoing, the Holder hereby agrees to authorize Parent to instruct its transfer agent to enter a stop transfer order to prevent any Transfer of any of the Covered Securities in violation of this Agreement. If any involuntary Transfer of any of the Holder’s Covered Securities shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Covered Securities subject to all of the restrictions, liabilities and rights under this Agreement.
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Unpermitted Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Shares in violation of this Article II shall, to the fullest extent permitted by Law, be null and void ab initio. If any involuntary Transfer of any of such Holder’s Subject Shares shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date.
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Unpermitted Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Common Units in violation of this Article II shall, to the fullest extent permitted by applicable Law, be null and void ab initio. If any involuntary Transfer of any of Parent’s Common Units shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Common Units subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.
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Unpermitted Transfers; Involuntary Transfers. Any Transfer or attempted Transfer of any Covered Securities (other than, for the avoidance of doubt, a Permitted Transfer) in violation of this Article II shall, to the fullest extent permitted by applicable Law, be null and void ab initio. In furtherance of the foregoing, Holder shall authorize and instruct Ferrari to instruct its transfer agent to enter a stop transfer order with respect to all of the Covered Securities; provided that such stop transfer order shall be removed with respect to any Transfer permitted under this Agreement. If any involuntary Transfer of any of a Holder’s Covered Securities shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Covered Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.
Sample 1
Unpermitted Transfers; Involuntary Transfers. In the case of any Transfer or attempted Transfer of any of Star’s Subject Securities in violation of this Section 2 (including, for the avoidance of doubt, the provisions set forth in Annex A), the sole remedy of Safe shall be damages for breach of contract. The Parties acknowledge and agree that any claim for damages by Safe under this Agreement shall include any lost shareholder premium and any other benefits to holders of Safe Common Stock (other than Star) of the Merger and the other transactions contemplated by this Agreement and the Merger Agreement, which shall be enforceable on behalf of such shareholders solely by Safe (acting through the Safe Special Committee)). If any involuntary Transfer of any of Star’s Subject Securities shall occur, the transferor shall cause the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) to take and hold such Subject Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.
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Related to Unpermitted Transfers; Involuntary Transfers

  • Involuntary Transfers Any transfer of title or beneficial ownership of Interests or Special Membership Interests, as applicable, upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member, Outside Investor Member or Other Investor Member (each, an "Involuntary Transfer") shall be void unless such Management Member, Outside Investor Member or Other Investor Member complies with this Section 13.6 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests or Special Membership Interests, as applicable, pursuant to this Section 13.6 and the person or entity to whom such Interests or Special Membership Interests, as applicable, have been Transferred (the "Involuntary Transferee") shall have the obligation to sell such Interests or Special Membership Interests, as applicable, in accordance with this Section 13.6. Upon the Involuntary Transfer of any Interest or Special Membership Interests, as applicable, such Management Member, Outside Investor Member or Other Investor Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests and Special Membership Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interests or Special Membership Interests, as applicable, and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests or Special Membership Interests, as applicable, over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. For purposes of this Agreement, "Carrying Value", with respect to any outstanding Special Membership Interest, means the value equal to the Special Membership Interest Funds advanced by the applicable selling Management Member, Outside Investor Member or Other Investor Member in respect of any such outstanding Special Membership Interest (plus any portion of accrued and unpaid interest on the applicable pro rata outstanding portion of the Bulk Advances that is allocable to the applicable Member pursuant to Section 10.8), less principal amounts paid to such Member in respect of such Member's Special Membership Interest.

  • Voluntary Transfers 1. Voluntary transfers will normally not be considered after July 1 to fill vacancies for the ensuing school year. 2. It is not the intent of this procedure that eligible certificated employees within the District be guaranteed a transfer merely upon request. Employees presently in the District will, however, be guaranteed consideration via an interview for any position(s) within the District for which they request a voluntary transfer. Employees who request a voluntary transfer may be refused consideration if they are not highly qualified and/or do not have the proper certification, endorsement, and/or license for the position which they are seeking. Employees not granted interviews, upon their request, shall be notified of the reason for refusal. 3. After obligatory transfers have been placed, the Human Resources Office will compile a list of available vacant positions for the ensuing school year. The vacancy list will be sent weekly to all appropriate sites via the intranet and will be posted for one (1) week. Vacancies will also be posted on voice-mail. Eligible transfer employees must call the site administrator within two (2) working days of the posting to schedule an interview. (Also see Section A) 4. Employees who interview for voluntary transfers shall be notified of the selection results by the interviewing administrator or designee. 5. An employee who has interviewed for voluntary transfer and has not been transferred after five (5) interviews or two (2) consecutive years may submit a request to the appropriate Assistant Superintendent for assistance in securing a transfer. The request shall list those transfer positions for which the employee has interviewed as well as any pertinent information relative to the employee's qualification/certification for the desired position(s). 6. Certificated employees shall be considered for vacancies occurring after July 1, if the individual's selection for the vacant position would result in additional financial remuneration for the ensuing school year. 7. The applicant considered to be the best qualified will be selected for the available position. If all factors are considered equal, the unit administrator shall use seniority within the District as the basis for selecting the successful candidate. 8. Any District-based teacher who is assigned to two (2) or more sites may request consideration for reassignment to a single site if a vacancy occurs after July 1 and prior to August 1. The request must be made in writing to the Assistant Superintendent, Human Resources no later than June 30 and must state the specific nature of the assignment for which he/she is to be considered. Consideration, in this instance, shall mean that the Human Resources Office shall include the teacher’s name in the pool of available candidates offered for consideration by unit administrators.

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Involuntary Transfer a. If employees are being considered for involuntary transfer they shall be consulted prior to a decision. The employee being considered for a transfer can discuss his/her personal desires at that time. At the superintendent’s discretion, teachers with only one year of experience in the current assignment or the district, or teachers assigned to other than regular classrooms, may be exempt from a transfer. An employee receiving notice of a transfer may request a meeting with the superintendent at which meeting the employee is entitled to employee representation. At the request of the employee, a written statement of the reasons for the transfer shall be provided by the superintendent with input from the principal(s). The building administration shall proceed through a process for an involuntary transfer considering the following criteria: 1. Every attempt shall be made to replace staff from within the building first. 2. The building administrator shall meet informally with staff to make an amiable transfer. 3. The building administrator shall request volunteers. 4. The building administrator shall notify the Association if the only option appears to be an involuntary transfer. 5. In cases where no voluntary transfer is found, the employee with the least seniority shall be selected so long as academic program requirements can be met. 6. The building administrator shall work to not cause multiple moves. 7. The administration shall make the final decision. This process is not an attempt to produce movement without cause but to improve education. b. An employee chosen to be transferred (to a new building or a new room within a building) shall have the option to use two (2) days at per diem. These days shall be used on site the week prior to the regular report day for teachers or the week after the last contract day of the current school year, in order to prepare for the new assignment. If approved by the Superintendent, other arrangements for use of the per diem days can be made with the building principal. c. The affected employee who is requested to transfer shall be informed of the time, and be assisted in moving by the District to a new building or a new room within a building. This assistance shall include the movement of professional equipment and instructional supplies. d. The transferred employee shall be offered assistance to meet the employee’s and student’s needs. The assistance may include a mentorship, college courses, workshops, resource materials, collaboration, time to review curriculum and other in- service opportunities. In no case shall the district’s financial obligation exceed five hundred dollars ($500.00). e. Teachers transferred out of their areas of qualifications (majors, minors, or specific certification) shall not be subject to probation/nonrenewal for the first year of such reassignment, if the probation nonrenewal is based solely on deficiencies in knowledge of subject matter.

  • Voluntary Transfer An employee who transfers within the same class shall receive no salary adjustment. An employee who transfers between classes shall receive the minimum adjustment necessary to bring his/her salary to the minimum rate of the new class. However, an employee receiving a rate of pay in excess of the range maximum shall continue to receive that rate of pay.

  • Restricted Transfers Parties agree that when the transfer of personal data from Customer (as “data exporter”) to Atlassian (as “data importer”) is a Restricted Transfer and Applicable Data Protection Law requires that appropriate safeguards are put in place, the transfer will be subject to the Standard Contractual Clauses, which are deemed incorporated into and form a part of this DPA, as follows: (a) In relation to transfers of Customer Personal Data governed by the EU GDPR and processed in accordance with Section 2.2(a) of this DPA, the EU SCCs will apply, completed as follows: i. Module Two or Module Three will apply (as applicable); ii. in Clause 7, the optional docking clause will not apply; iii. in Clause 9, Option 2 will apply, and the time period for prior notice of Sub-processor changes will be as set out in Section 2.10 of this DPA; iv. in Clause 11, the optional language will not apply; v. in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law; vi. in Clause 18(b), disputes will be resolved before the courts of Ireland; vii. Annex I of the EU SCCs is deemed completed with the information set out in Exhibit A to this DPA, as applicable; and viii. Subject to Section 2.8 of this DPA, Xxxxx XX of the EU SCCs is deemed completed with the information set out in Exhibit B to this DPA; (b) In relation to transfers of personal data governed by the EU GDPR and processed in accordance with Section 2.2(b) of this DPA, the EU SCCs apply, completed as follows: i. Module One will apply; ii. in Clause 7, the optional docking clause will not apply; iii. in Clause 11, the optional language will not apply; iv. in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law; v. in Clause 18(b), disputes will be resolved before the courts of Ireland; vi. Annex I of the EU SCCs is deemed completed with the information set out in Exhibit A to this DPA, as applicable; and vii. Subject to Section 2.8 of this DPA, Xxxxx XX of the EU SCCs is deemed completed with the information set out in Exhibit B to this DPA; (c) In relation to transfers of personal data governed by UK Data Protection Law, the EU SCCs: (i) apply as completed in accordance with paragraphs (a) and (b) above; and (ii) are deemed amended as specified by the UK Addendum, which is deemed executed by the parties and incorporated into and forming an integral part of this DPA. In addition, Tables 1 to 3 in Part 1 of the UK Addendum is deemed completed respectively with the information set out in Section 2.9, as well as Exhibits A and B of this DPA; Table 4 in Part 1 is deemed completed by selecting “neither party.” Any conflict between the terms of the EU SCCs and the UK Addendum will be resolved in accordance with Section 10 and Section 11 of the UK Addendum. (d) In relation to transfers of personal data governed by the Swiss FADP, the EU SCCs will also apply in accordance with paragraphs (a) and (b) above, with the following modifications: i. any references in the EU SCCs to “Directive 95/46/EC” or “Regulation (EU) 2016/679” will be interpreted as references to the Swiss FADP, and references to specific Articles of “Regulation (EU) 2016/679” will be replaced with the equivalent article or section of the Swiss FADP; ii. references to “EU”, “Union”, “Member State” and “Member State law” will be interpreted as references to Switzerland and Swiss law, as the case may be, and will not be interpreted in such a way as to exclude data subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs;

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