Shareholder Event of Transfer definition

Shareholder Event of Transfer means any one or more of the following events: (a) The transfer of any Shares by any Shareholder, including any sale, assignment, conveyance, gift or any other form of disposition or transfer, voluntary or involuntary, including transfers by bequest or inheritance, without the approval by Management Services; (b) Loss of a Shareholder’s license to practice radiation therapy in the State for any reason; (c) A Shareholder is adjudicated incompetent by any court of law; (d) A Shareholder becomes insolvent by reason of an inability to pay debts as they mature; files a petition in bankruptcy, reorganization or similar proceeding under the bankruptcy laws of the United States or has such a petition filed against a Shareholder which is not discharged within thirty (30) days; has a receiver or other custodian, permanent or temporary, appointed for the business, assets or property of a Shareholder; has bank accounts, property or accounts of a Shareholder’s attached; has execution levied against business or property of a Shareholder; makes an assignment for the benefit of creditors; or a Shareholder has any Shares attached or levied upon for the payment of debts; (e) Any representation or covenant contained in this Agreement is breached by a Shareholder; or (f) For any reason a Shareholder no longer meets the qualifications to be a shareholder of a professional corporation in the State. provided, however, that the non-breaching Shareholders may cure a Shareholder Event of Transfer by purchasing ail of the Shares of a Shareholder who has caused any of such Shareholder Events of Transfer to occur, within thirty (30) days of such Event.
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Shareholder Event of Transfer means any one or more of the following events: (a) The transfer of or attempt to transfer any Shares by any Shareholder, including any sale, assignment, conveyance, gift or any other form of disposition or transfer, voluntary or involuntary, including transfers by bequest or inheritance, not permitted by the terms of this Agreement; (b) Loss of a Shareholder’s license to practice radiation therapy in the State for any reason; (c) A Shareholder is adjudicated incompetent by any court of law; (d) A Shareholder becomes insolvent by reason of an inability to pay debts as they mature; files a petition in bankruptcy, reorganization or similar proceeding under the bankruptcy laws of the United States or has such a petition filed against a Shareholder which is not discharged within thirty (30) days; has a receiver or other custodian, permanent or temporary, appointed for the business, assets or property of a Shareholder; has his bank accounts, property or accounts attached; has execution levied against business or property of a Shareholder; makes an assignment for the benefit of creditors; or a Shareholder has any Shares attached or levied upon for the payment of debts; (e) Any breach of any of the provisions of this Agreement by a Shareholder; or (f) For any reason a Shareholder no longer meets the qualifications to be a shareholder of a professional corporation in the State.
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Shareholder Event of Transfer means any one or more of the following events: (a) The transfer of any Shares by any Shareholder, including any sale, assignment, conveyance, gift or any other form of disposition or transfer, voluntary or involuntary, including transfers by bequest or inheritance, without the approval of Manager; (b) Loss of a Shareholder’s license to practice medicine in the State for any reason; (c) A Shareholder is adjudicated incompetent; (d) A Shareholder becomes insolvent by reason of an inability to pay debts as they mature; files a petition in bankruptcy, reorganization or similar proceeding under the bankruptcy laws of the United States or has such a petition filed against a Shareholder which is not discharged within thirty (30) days; has a receiver or other custodian, permanent or temporary, appointed for the business, assets or property of a Shareholder; has bank accounts, property or accounts of a Shareholder’s attached; has execution levied against business or property of a Shareholder; makes an assignment for the benefit of creditors; or a Shareholder has any Shares attached or levied upon for the payment of debts; (e) Any representation or covenant contained in this Agreement is breached by a Shareholder; or (f) For any reason a Shareholder no longer meets the qualifications to be a shareholder of a professional corporation in the State. The parties hereby agree and acknowledge that any non-breaching Shareholders may cure a Shareholder Event of Transfer by purchasing all of the Shares of a Shareholder who has caused any of such Shareholder Events of Transfer to occur, within thirty (30) days of such Event.
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Examples of Shareholder Event of Transfer in a sentence

  • Except where the non-breaching Shareholders cure a Shareholder Event of Transfer as provided in Section 1.1 above, all Shareholders shall immediately transfer the Shares as set forth in this Agreement for the Purchase Price set forth in Section 7 below upon the occurrence of a PC Event of Transfer or upon the occurrence of a Shareholder Event of Transfer.

  • If a Shareholder Event of Transfer occurs, then the PC and any Shareholder aware of such Shareholder Event of Transfer, the Shareholder’s legal representative or a lien creditor of the Shareholder exercising its remedies with respect to such Shareholder (in any case, the “Transferring Shareholder”) shall give the PC, Management Services and each of the other Shareholders written notice thereof (the “Notice”).

  • All Shareholders shall immediately transfer the Shares in accordance with the terms of this Agreement in consideration for the payment of the Purchase Price (as defined in and determined in accordance with Section 7 hereof) upon the occurrence of a PC Event of Transfer or upon the occurrence of a Shareholder Event of Transfer.

  • If a Shareholder Event of Transfer occurs, then Phoenix, the PC and/or any Shareholder (or such Shareholder’s legal representative or a lien creditor of such Shareholder exercising its remedies with respect to such Shareholder) shall provide the other parties hereto with written notice thereof (the “Notice”).

  • If a Shareholder Event of Transfer occurs, then the PC and any Shareholder aware of such Shareholder Event of Transfer, the Shareholder's legal representative or a lien creditor of the Shareholder exercising its remedies with respect to such Shareholder (in any case, the "Transferring Shareholder") shall give the PC, Management Services and each of the other Shareholders written notice thereof (the "Notice").

  • Except where the non-breaching Shareholders cure a Shareholder Event of Transfer as provided in Section 1.1 above, all Shareholders shall immediately transfer the Shares as set forth in this Agreement for the Purchase Price set forth in Section 7 below upon the occurrence of a P.C. Event of Transfer or upon the occurrence of a Shareholder Event of Transfer.

  • If a Shareholder Event of Transfer occurs, then ACT, the PC and/or any Shareholder (or such Shareholder’s legal representative or a lien creditor of such Shareholder exercising its remedies with respect to such Shareholder) shall provide the other parties hereto with written notice thereof (the “Notice”).

  • If a Shareholder Event of Transfer occurs, then the P.C. and any Shareholder aware of such Shareholder Event of Transfer, the Shareholder’s legal representative or a lien creditor of the Shareholder exercising its remedies with respect to such Shareholder (in any case, the “Transferring Shareholder”) shall give the P.C., Manager and each of the other Shareholders written notice thereof within five (5) days of such Shareholder Event of Transfer (the “Notice”).

Related to Shareholder Event of Transfer

  • Date of Transfer means the date of registration of transfer of the Property into the name of the Purchaser in the Deeds Registry in Pietermaritzburg;

  • As Of Transaction means any single or “related transaction” (as defined below) involving the purchase or redemption of Shares (including exchanges) that is processed at a time other than the time of the computation of the Fund’s net asset value per share next computed after receipt of any such transaction order by Price Services due to an act or omission of Price Services. “As Of Processing” refers to the processing of these As Of Transactions. All As Of Processing may only be performed in accordance with the requirements of Rule 22c-1 of the ’40 Act. Price Services is responsible for monitoring As Of Transactions procedures that set forth the circumstances under which As Of Transactions are permitted. If more than one As Of Transaction (“Related Transaction”) in the Fund is caused by or occurs as a result of the same act or omission, such transactions shall be aggregated with other transactions in the Fund and be considered as one As Of Transaction. · Reporting Price Services shall:

  • Notice of Transfer With regard to Distressed Mortgage Loans that will become Transferred Mortgage Loans, the notice given by the related Prior Servicer (if such Prior Servicer is Aurora) to the Master Servicer, the applicable Custodian, the Trustee and the Special Servicer or by the Master Servicer (if the related Prior Servicer(s) are not Aurora) to the Prior Servicer(s), the applicable Custodian, the Trustee and the Special Servicer, in each case substantially in the form of Exhibit A hereto.

  • Transfer Event means (i) a transfer of the ownership of a project, (ii) the sale or assignment of a partnership interest in a project owner and/or (iii) the refinancing of secured debt on a project. The following shall not be deemed a Transfer Event: (i) the transfer of the project or a partnership or membership interest in a project owner in which reserves remain with the project and the debt encumbering the project is not increased, refinanced or otherwise modified, (ii) the refinancing of project debt which does not increase the outstanding principal balance of the debt other than in the amount of the closing costs and fees paid to the project lender and third parties as transaction

  • Spin-Off Transaction means a distribution by the Company to its shareholders of all or any portion of the securities of any Subsidiary of the Company.

  • Deed of Transfer means a deed to be entered into between SZC Co and the Suffolk Community Foundation providing for the payment of some or all of the Sizewell C Community Fund for the purpose of mitigating the intangible and residual impacts of the Project by enhancing the quality of life of communities within the Area of Benefit;

  • Letter of Transmittal means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Cooperative Stock Certificate With respect to a Cooperative Loan, the stock certificate or other instrument evidencing the related Cooperative Stock.

  • Exchange Event means with respect to any Global Registered Receipt:

  • Termination of Trading means the Common Stock, or other Capital Stock into which the Notes are then convertible, is not listed for trading on a United States national securities exchange or approved for quotation on a U.S. system of automated dissemination of quotations of securities prices similar to The NASDAQ Global Select Market prior to its designation as a national securities exchange.

  • Non-Transfer Event means any event or other changes in circumstances other than a purported Transfer, including, without limitation, any change in the value of any Shares.

  • Designated Payment/Transfer Office means (i) with respect to the initial Paying Agent/Registrar named herein, its office in Dallas, Texas, or at such other location designated by the Paying Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the City and such successor.

  • Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Underlying Transfer Agent means State Street Bank and Trust Company or such other organization which may from time to time be appointed by the Fund to act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions.

  • Redemption Call Purchase Price has the meaning set out in Section 5.2(a).

  • Institutional Accredited Investor Certificate means a certificate substantially in the form of Exhibit G hereto.

  • Exempt Transfer means, in relation to shares held by a member:

  • Form of Fundamental Change Purchase Notice means the “Form of Fundamental Change Purchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Restricted Securities Certificate means a certificate substantially in the form set forth in Annex B.

  • Notice of Purchase Withdrawal Has the meaning specified in the Deposit Agreement.

  • Share Repurchase means the purchase, repurchase, redemption or other acquisition by Borrower from any Person of any capital stock or other equity interest of Borrower.

  • Designated Payment/Transfer Office means (i) with respect to the initial Paying Agent/Registrar named herein, its office in Dallas, Texas, or at such other location designated by the Paying Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the City and such successor.

  • Exchange Notice has the meaning set forth in Section 2.1(a)(iii).

  • Clearing Corporation Security means securities which are in the custody of or maintained on the books of a Clearing Corporation or a nominee subject to the control of a Clearing Corporation and, if they are Certificated Securities in registered form, properly endorsed to or registered in the name of the Clearing Corporation or such nominee.

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.