2Permitted Transfers. (a) A Shareholder may at any time transfer all or a portion of its Shares to a Permitted Transferee, without the prior consent of any other Shareholder, but only if:
(i) the Permitted Transferee becomes a Party to this Agreement pursuant to Section 2.5, and
(ii) the Permitted Transferee remains a Permitted Transferee as defined herein, and
(iii) in the case of a proposed transfer by a Non-SPE Shareholder, the transferee is not a Non-Permitted Transferee. Without limiting the foregoing, the Shareholders shall not be entitled to avoid the restrictions on transfer of Shares in this Agreement by making one or more transfers to one or more Permitted Transferees and then disposing of all or any portion of such Shareholders’ interest in any such Permitted Transferee.
(b) If a Shareholder wishes to transfer any Shares held by it to a Permitted Transferee, such Shareholder shall give notice to the Company of its intention to make such a transfer not less than 10 Business Days prior to effecting such transfer, stating the name and address of the Permitted Transferee(s) to whom such transfer is proposed, the relationship of such Permitted Transferee to such Shareholder, and the number of Shares to be transferred to such Permitted Transferee.
2Permitted Transfers. For purposes of this Article IX, a “Permitted Transfer“ shall mean, (a) in the case of an Executive Member, (i) pursuant to applicable laws of descent and distribution or (ii) among such Executive's spouse and descendants (whether natural or adopted) and any trust solely for the benefit of the Executive and/or the Executive's spouse and/or descendants and (b) with respect to a Foundation Member or Entrepreneur Member, any Affiliate of such Member; provided that in each case the restrictions, conditions, and obligations contained in this Agreement, and any other agreement to which such Member is a party, shall continue to be applicable to such securities after any such Permitted Transfer, and the transferee(s) of such securities shall have agreed in writing to be bound by the provisions of such agreements.
2Permitted Transfers. (a) The SPE Shareholders may transfer all or a portion of its Shares to their Affiliates (each, a “Permitted Transferee”), without the prior consent of any other Shareholder, but only if:
(i) the Permitted Transferee becomes a Party to this Agreement pursuant to Section 2.5, and
(ii) the Permitted Transferee remains an Affiliate of the SPE Shareholders. Without limiting the foregoing, the SPE Shareholders may not avoid the restrictions on transfer of Shares in this Agreement by making one or more transfers to one or more Permitted Transferees and then disposing of all or any portion of such Person’s interest in any such Permitted Transferee.
(b) If either SPE Shareholder wishes to transfer any Shares held by it to a Permitted Transferee, such SPE Shareholder shall give notice to the Company of its intention to make such a transfer not less than 10 Business Days prior to effecting such transfer, stating the name and address of the Permitted Transferee(s) to whom such transfer is proposed, the relationship of such Permitted Transferee to such SPE Shareholder, and the number of Shares to be transferred to such Permitted Transferee.
2Permitted Transfers. (a) The Company must consent to, permit, and update its books and records to reflect, a transfer by the Custodian of any or all of its purchased Shares (as defined in the Stock Purchase Agreement) (including as adjusted for any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization, and any Common Stock issued (or issuable) as a dividend or other distribution with respect to or in exchange for or replacement of the Shares, in each case, after the date hereof) to any one or more of the following persons (each a “Permitted Transferee”):
(i) the Future Fund Board of Guardians;
(ii) any person controlling, controlled by, or under common control with, the Future Fund Board of Guardians;
(iii) the trustee of a trust in which all or substantially all of the beneficial interests thereof are held directly or indirectly by the Future Fund Board of Guardians or any person controlling, controlled by, or under common control with, the Future Fund Board of Guardians; or
(iv) any custodian for any of the foregoing.
(b) In the case of a transfer to a Permitted Transferee, the Company waives the following requirements of section 6.8 of the Investor Agreement:
(i) the minimum number of Registrable Securities to be transferred; and
(ii) paragraph 6.8(a)(iii) with respect to the Shares transferred to such Permitted Transferee.
(c) Following any such transfer to a Permitted Transferee, the Company will ensure that such Permitted Transferee is given the benefit of the terms of the Transaction Documents as if such Permitted Transferee had executed the Transaction Documents in place of the Custodian. At the request of such Permitted Transferee, the Company will execute a new or amended agreement with such Permitted Transferee containing terms and conditions substantially equivalent to the terms and conditions set forth in this letter agreement.
2Permitted Transfers. In the event of a proposed assignment by Xxxxxxxxx under subparagraphs 7.11.2 through 7.11.3, inclusive, Xxxxxxxxx agrees that at least thirty (30) days prior to such assignment it shall give written notice to City including a request for approval of such assignment and satisfactory evidence that the assignee has assumed jointly with Developer the Obligations of this Agreement. In addition, no consent of City shall be required in connection with the transfer of Developer’s interest in the Site that occurs by foreclosure or deed in lieu of foreclosure of any Permitted Senior Lien to respective holder thereof or to their nominees or assignees exclusive of Developer, RBI and Xxxxxxxxx's nonprofit general partner. The provisions of this Section 7.11.2 shall be limited by those transfers permitted in Section 6.3.
(a) Any transfers to an entity or entities in which Developer retains a minimum of fifty-one percent (51%) of the ownership or beneficial interest and retains management and control of the transferee entity or entities or relating to the syndication of Tax Credits or after the Tax Credit period, the removal of the Tax Credit investor.
(b) The conveyance or dedication of any portion of the Site to City or other appropriate governmental agency, or the granting of easements or permits to facilitate construction of the Development. In the event of a proposed assignment by Xxxxxxxxx under subparagraphs 7.11.2 through 7.11.3, inclusive, Xxxxxxxxx agrees that at least thirty (30) days prior to such assignment it shall give written notice to City including a request for approval of such assignment and satisfactory evidence that the assignee has assumed jointly with Developer the Obligations of this Agreement. In addition, no consent of City shall be required in connection with the transfer of Developer’s interest in the Site that occurs by foreclosure or deed in lieu of foreclosure of any Permitted Senior Lien to respective holder thereof or to their nominees or assignees exclusive of Developer and RBI.
2Permitted Transfers. A “Transfer” shall mean any transfer, whether outright or as security, inter vivos or testamentary or through intestacy, with or without consideration, voluntary or involuntary, and whether or not by operation of law, or pursuant to a decree of divorce, of all or any part of any right, title or interest (including but not limited to voting rights) in or to any Stock. As long as the Corporation has an S Election in effect, for all purposes of this Agreement, the term “transfer” shall include any event that changes the identity of any Stockholder of the Corporation for purposes of Section 1361(b) of the Code. A “Permitted Transfer” shall mean:
2Permitted Transfers. (a) Subject to compliance with this Section 5, the JAB Holder and any Affiliate of the JAB Holder that is a Stockholder may directly or indirectly Transfer any Shares at any time to any Person.
(b) Notwithstanding the foregoing or anything to the contrary herein, a Stockholder may:
(1) Transfer Shares following an IPO, (2) Transfer Shares in connection with a tender or exchange offer, a merger or consolidation, or an underwritten public offering of the Shares or (3) at any time to any Affiliate of a Stockholder (a “Permitted Transferee” and any such Transfer under clause (1), (2) or (3), a “Permitted Transfer”); provided, that no such Transfer (other than the sale of Shares in an IPO or thereafter in an open market sale through a broker) of Shares shall be made to any Person that is, or that is an Affiliate of, a competitor of any of the Company or its principal operating Subsidiaries; provided, further, that the consummation of any Permitted Transfer under clause (3) shall be subject to the transferor and transferee complying with Section 5.2(c).
(c) Except for Transfers following an IPO, no Stockholder may Transfer ownership over any Shares, and it shall be a condition precedent to the Company’s recognition of such Transfer that, the transferee or assignee thereof (unless already a party to this Agreement) shall agree to be subject to and bound by the terms of this Agreement by executing and delivering a joinder in the form of Exhibit A hereto (“Joinder”). Upon the execution and delivery of such joinder, such transferee shall be deemed to be a party hereto as if such transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be a Stockholder under this Agreement. The Company shall not permit the Transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with all applicable Laws and the terms of this Section 5.2. For the avoidance of doubt, a Transfer of Shares in an IPO or thereafter (or to Affiliates of the transferor) shall not be subject to this Section 5.2(c).
Section 6. Tag-Along Rights and Drag-Along Rights.
2Permitted Transfers. The provisions of Section X.1(a), Section X.3, Section X.3(g) and Section X.5 shall not apply to any specific Transfer consented to in writing by the Manager (each a “Permitted Transfer”).
2Permitted Transfers. Notwithstanding anything in this Section 12 or elsewhere in the Lease to the contrary, Tenant shall have the right, without Landlord’s consent, but upon at least thirty (30) days prior written notice thereto, to assign this Lease or sublet all or any portion of the Premises to an Affiliate (as defined herein), provided, however, that Tenant shall remain liable for all of Tenant’s obligations contained herein, and, provided, with respect to an assignment of this Lease to an Affiliate, such Affiliate shall have, immediately after such assignment, a net worth equal to or greater than Tenant immediately prior to such assignment. As used herein “Affiliate” shall mean an entity which controls, is controlled by or is under common control with Tenant.
2Permitted Transfers. (a) Any Member may, from time to time and in its sole discretion, Transfer its Interest, in whole or in part, to (i) any Affiliate of such Member, or (ii) a living or revocable trust for the benefit of the Member or such Member’s Immediate Family (as hereinafter defined) (a “Family Trust”) so long as the transferring Member is the sole trustee of such Family Trust. As used in this Article 9, the term “Immediate Family” shall mean any spouse, parents, children, including those adopted, siblings and direct descendants and spouses of any of the foregoing, of an individual. Notwithstanding the foregoing, no Member shall make any Transfer of any of its Interest or permit any indirect Transfer of any of its Interest, that would result in the Company being in breach of its Single Asset Entity obligations set forth in Section 2.4.
