2Permitted Transfers Sample Clauses

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.
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2Permitted Transfers. (a)A Shareholder may transfer all or a portion of its Shares to any of its Affiliates, without the prior consent of any other Shareholder, if such Affiliate transferee either (i) directly or indirectly holds 100% of the Share Capital of the transferring Shareholder, individually or in the aggregate with other Affiliates, or (ii) directly or indirectly is owned only by Affiliates of the transferring Shareholder holding, directly or indirectly 100% of the Share Capital of the transferring Shareholder (each transferee under (i) or (ii), a “Permitted Transferee”), but only if:
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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:
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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”).
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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”):
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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:
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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.
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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 “
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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.
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Related to 2Permitted Transfers

  • 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.

  • Permitted Transfer Notwithstanding anything in this Article 5 to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).

  • Exempt Transfers Notwithstanding anything to the contrary in this Section, the following transfers of Vested Shares will be exempt from the Right of First Refusal: (a) the transfer of any or all of the Vested Shares during Purchaser’s lifetime by gift or on Purchaser’s death by will or intestacy to Purchaser’s “Immediate Family” (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section will continue to apply to the transferred Vested Shares in the hands of such transferee or other recipient; (b) except as provided in Section 5.7 clause (b) below, any transfer or conversion of Vested Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations; or (c) any transfer of Vested Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “Immediate Family” will mean Purchaser’s spouse or Spousal Equivalent, the lineal descendant or antecedent, brother or sister, of Purchaser or Purchaser’s spouse or Spousal Equivalent, or the spouse or Spousal Equivalent, of any lineal descendant or antecedent, brother or sister of Purchaser, or Purchaser’s spouse or Spousal Equivalent, whether or not any of the above are adopted. As used herein, a person is deemed to be a “Spousal Equivalent” if the relevant person and the related party are registered as “domestic partners” under the laws of the State of New York or any other law having similar effect or provided the following circumstances are true: (a) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (b) they intend to remain so indefinitely, (c) neither are married to anyone else, (d) both are at least eighteen (18) years of age and mentally competent to consent to contract, (e) they are not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (f) they are jointly responsible for each other’s common welfare and financial obligations, and (g) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely.

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