Additional Permitted Transfers Sample Clauses

Additional Permitted Transfers. Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 2.3 hereof), in furtherance of Section 5(b) of the MW Contribution Agreement, without complying with the terms of Sections 3.1-3.3 hereof or Article IV hereof (a) any Executive Stockholder (other than MW) may Transfer Common Stock or Junior Preferred Stock to MW (or his Permitted Transferees) and (b) MW (or his Permitted Transferees) may Transfer Common Stock or Junior Preferred Stock to any Original Holder (other than a GEI Party) or any Management Participant; provided, that if the Executive Stockholder to whom Common Stock or Junior Preferred Stock is being Transferred is not already a party to this Agreement, such Transfer shall be subject to the delivery by the Executive Stockholder to the Company and the Stockholders of a duly executed agreement to be bound by the terms of this Agreement as an “Executive Stockholder.” For purposes of this Agreement, “Management Participant” means an individual who is, as of the date hereof, an officer or employee of the Company or a Subsidiary and who continues to be an officer or employee of the Company or a Subsidiary as of the date of the Transfer (other than, in the case of a Transfer of Common Stock or Junior Preferred Stock back to MW or the Company). The terms of any Transfer described in this Section 2.7 shall be set out in a separate agreement (a “Separate Agreement”) between the Executive Stockholder and MW, which may contain such voting provisions, rights of first refusal, rights of first offer, call rights and other provisions governing Transfers of Common Stock and Junior Preferred Stock between MW and the other Executive Stockholder as they mutually agree; provided, that the terms of any such Separate Agreement shall be reasonably satisfactory to GEI. MW shall provide the Company and GEI with a copy of any such Separate Agreement. The Transfer provisions of the Separate Agreement shall take precedence over the provisions of Article III and Article IV hereof; provided, that (x) no such provisions shall provide for any Common Stock or Junior Preferred Stock to be Transferred to any person other than an Executive Stockholder who is or becomes party to this Agreement and (y) if an Executive Stockholder does not exercise its rights pursuant to such Separate Agreement, then the provisions of this Agreement shall apply to any proposed Transfer by any Executive Stockholder. In the event that a Separate Agreement does no...

Additional Permitted Transfers. Notwithstanding anything in this Article III to the contrary, each Shareholder may pledge or grant a security interest in all or any portion of its shares of Restricted Common Stock to an Institutional Lender to secure a loan made in whole or in part to that Shareholder in order to (i) finance the acquisition of Equity Securities of LATAM or (ii) refinance any loan made to such Shareholder that is outstanding as of the date of this Agreement, and any Transfer of shares of Restricted Common Stock pursuant to any such pledge or security interest in effect as of the Effective Time shall be deemed to be a permitted Transfer under this Section 3.04. In addition, the LATAM Controlling Shareholders and TEP may Transfer all or a portion of their shares of Restricted Common Stock to (i) any of their direct or indirect wholly-owned Subsidiaries, (ii) to any entity wholly-owned by Xxxxxxx, Xxxx Xxxx and/or Xxxxxxx Xxxxx (in the case of the LATAM Controlling Shareholders) or (iii) any entity that has no direct or indirect owners other than Xxxxx Xxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxxx Xxxxx and/or João Xxxxxxxxx Xxxxx and that is directly or indirectly majority owned and controlled by Xxxxx Xxxxxxx Xxxxxxxx Xxxxx and Xxxxxxxx Xxxxx Xxxxx (each, an “Affiliate Transfer”); provided that the LATAM Controlling Shareholders and TEP shall continue to be bound by the terms of this Agreement for all purposes following such Transfer. In addition, each of the LATAM Controlling Shareholders and TEP may Transfer a percentage of its shares of Restricted Common Stock to each of Xxxxxxx, Xxxx Xxxx and Xxxxxxx Xxxxx (in the case of the LATAM Controlling Shareholders) or Xxxxx Xxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxxx Xxxxx and Xxxx Xxxxxxxxx Xxxxx (in the case of TEP) or to any Person wholly owned by any such individual equal to the percentage of its Restricted Common Stock that such individual indirectly owns through his or her ownership of shares in the LATAM Controlling Shareholders (in the case of Xxxxxxx, Xxxx Xxxx and Xxxxxxx Xxxxx) or TEP (in the case of Xxxxx Xxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxxx Xxxxx and Xxxx Xxxxxxxxx Xxxxx); provided that following any such transfer of Restricted Common Stock by the LATAM Controlling Shareholders, all references to the LATAM Controlling Shareholders shall deemed to refer collectively to the LATAM Controlling Shareholders and the transferee of such Restri...

Additional Permitted Transfers. Notwithstanding the above provisions of this Section 11, Grantor may, without the consent of Beneficiary, (i) make immaterial transfers of portions of a Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6 hereof) or, portions of such Property to third parties, including owners of outparcels, or other properties for the purpose of erecting and operating additional structures whose use is integrated with the use of such Property, (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or amend the Operating Agreements, (iii) transfer or ground lease to a compatible user (by conveyance, ground lease or otherwise) one or more non-income producing pads consisting of undeveloped land which may not be located immediately adjacent to the applicable Improvement (together with parking ancillary thereto, as well as reasonable and/or customary easements in connection therewith), and (iv) transfer or ground lease to a retail or other compatible user (by conveyance, ground lease or otherwise) one or more pads subject to existing leases, subject, however, to Rating Agency Confirmation, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i), (ii), (iii), and (iv) shall materially impair the utility and operation of the applicable Property or materially adversely affect the value of the applicable Property taken as a whole. In addition, it shall be a condition to any transfer set forth in clauses (iii), or (iv) that Grantor shall deliver to Beneficiary and the Rating Agencies an Opinion of Counsel that the applicable Property has been subdivided (to the extent required by law) and that the Property, after any such transfer, shall be in compliance with all laws, Leases, and Operating Agreements and that such transfer shall not cause an Event of Default to occur. If Grantor shall receive any net proceeds in connection with any such transfer or other conveyance, Grantor shall have the right to use any such proceeds in connection with any Alterations performed in connection with, or required as a result of, such conveyance. Except as provided below with respect to any Taking, the amount of any net proceeds received by Grantor in excess of the cost of such Alterations shall be deposited in the Tenant...

Additional Permitted Transfers. Notwithstanding anything to the contrary contained in this Article 7, Borrower may grant easements, restrictions, covenants, reservations and rights of way with respect to the Property in the ordinary course of business for water and sewer lines, telephone and telegraph lines, electric lines and other utilities or for other similar purposes, provided that such transfers, conveyances or encumbrances (i) shall not impair the utility and operation of the Property or materially adversely affect the value of the Property or adversely affect Borrower's ability to pay the Debt or the Monthly Payment Amount and (ii) shall be in a form that is reasonably acceptable to Lender.

Additional Permitted Transfers. Notwithstanding the foregoing provisions of this Section 1.23.1, Grantor without the consent of Beneficiary may (i) make transfers of portions of the Property (by sale, ground lease, subordination of fee interest to a leasehold mortgage, sublease or other conveyance of any interest) to any federal, state or local government or any political subdivision thereof in connection with (and in lieu of) Takings of any portion of the Property for dedication or public use (and proceeds of any such transfer shall be deemed to be an Award subject to the provisions of Section 1.9 hereof), and (ii) dedicate portions of the Property or grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for traffic circulation, ingress, egress, parking, access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar limited purposes benefiting the Property, provided, that no transfer, conveyance or other encumbrance set forth in the foregoing clauses (i) and (ii) shall impair the utility and operation of any Individual Property, adversely affect the value of any Individual Property, or cause any Individual Property to be in violation of any applicable laws in each case taken as a whole. Beneficiary hereby agrees to execute and deliver any instrument reasonably necessary or appropriate to evidence any desired consent to said action and, in the case of any transfers of fee interests referred to in clauses (i) or (ii) of the first sentence of this Section 1.23.3, to release the portion of the Land affected by such Taking or such transfer from the Lien of this Deed of Trust upon receipt by Beneficiary of: (1) a copy of the instrument of transfer; (2) a certificate of an officer of the Grantor stating (x) with respect to any Taking, the consideration, if any, being paid for the transfer and (y) that such transfer does not materially impair the utility and operation of the Land, reduce its value or cause any Individual Property to be in violation of any applicable laws, including laws relating to the number of parking spaces at the applicable Building; and (3) as to any Taking or transfers under clauses (i) or (ii), an endorsement to Beneficiary's title insurance policy insuring that the priority of the Lien of this Deed of Trust is unaffected by reason of the fact that a portion of the Land has been released from the Lien of this Deed of Trust, the cost of any such endorsement to be pa...

Additional Permitted Transfers. Notwithstanding any terms or provisions of the Loan Documents to the contrary (including, without limitation, Article 8 of the Security Instrument), so long as MB Xxxxxxx Xxxxxxxx Lakes Limited Partnership, an Illinois limited partnership, is the sole Borrower, the following Transfers (each, a “Permitted Transfer” and, collectively, the “Permitted Transfers”) will be permitted without Noteholder’s consent, subject to the terms and conditions set forth in this Section 18:

Additional Permitted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Clauses 5.1, 5.2 and 5.3 shall not apply in the case of a Shareholder that is a natural person, upon a transfer of Shares by such Shareholder made for bona fide estate planning purposes (a “Permitted Transfer”), either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Shareholder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the unanimous consent of the Board of Directors of the Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Shareholder or any such family members, provided that such Shareholder shall deliver prior written notice to the Investors of such transfer and such Shares shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Shareholder (but only with respect to the securities so transferred to the transferee); and provided, further, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Additional Permitted Transfers. Notwithstanding anything to the contrary contained in the Loan Documents (including, without limitation, Sections 5.25(c) and (d) above), any Transfers or transfers of direct or indirect equity interests in Borrower completed in strict compliance with the following subsections shall be permitted under the Loan Documents, provided in conjunction with any Transfers or transfers permitted under this Section 5.25(e), (i) Borrower shall have paid the costs and expenses (if any) of the Rating Agencies and Servicers and reimbursed Lender for its reasonable out-of-pocket costs and expenses (including reasonable attorney's fees) incurred in connection with any such conveyance or transfer, and (ii) no Prohibited Change of Control or prohibited Lien shall occur as a result thereof; (i) Any issuance, hypothecation, sale or transfer of equity interests in Sponsor; (ii) Acquisition by Sponsor of a separate legal entity whether by merger, stock purchase, asset purchase or any other manner; (iii) The conveyance of 100% of the membership interests in Borrower to an entity (the "Substitute Member"), provided the following condition precedents are satisfied: (1) Lender shall have received ten (10) days advance written notice of such conveyance or transfer; (2) Sponsor affirms the entirety of its obligations as guarantor and indemnitor under the Guaranty and the Environmental Indemnity pursuant to the terms of an affirmation agreement reasonably acceptable to Lender, and Sponsor continues to satisfy any Net Worth and liquidity requirements of Guarantor which may be set forth in the Guaranty and the Environmental Indemnity; (3) Sponsor, or a wholly-owned (direct or indirect) subsidiary of Sponsor, retains not less than ten percent (10%) of the beneficial interests in the Substitute Member (such entity, the "Inland Member"); (4) The Inland Member is appointed to serve, and does serve, as the manager/managing member/general partner as the case may be, of the Substitute Member and maintains the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of Borrower, whether through the ability to exercise voting power, by contract or otherwise; (5) no Event of Default or monetary Default shall be continuing at the time of such conveyance or transfer; (6) Borrower shall have delivered to Lender legal opinions of counsel reasonably acceptable to Lender that are equivalent to the opinions delivered to Lender on the Closing Date, in...

Additional Permitted Transfers. The following Transfers shall be permitted at any time, subject to the requirements of this Section. Transfers contemplated by Sections 14.5.1 through 14.5.3 are subject to County’s reasonable approval, which approval shall be granted if at least thirty (30) days prior to the proposed Transfer, the Lessee discloses and provides documentation of all terms of the proposed Transfer, and has provided documentation to County sufficient to establish that the proposed Transfer meets one or more of the definitions in those Sections, and is otherwise consistent with the requirements of this Lease. Transfers contemplated under Section 14.5.4 are subject to the requirements of Section 14.5.4. 14.5.1 Any transfer of an indirect interest in Lessee that does not result in a change in Control of Lessee; 14.5.2 The granting of reasonable easements to facilitate construction or operation of the Improvements; 14.5.3 The grant and exercise of an option and/or right of first refusal given by Lessee to a general partner of Lessee in accordance with the Lessee’s Partnership Agreement on or around the expiration of the tax credit compliance period; 14.5.4 Any Transfer of an investor limited partner’s interest in the Lessee or any removal and replacement of the general partner of the Lessee by its investor limited partner in accordance with Lessee’s partnership agreement that was provided to County under the DDA; provided Lessee or its limited partner has provided County with notice of any such proposed Transfer and documentation sufficient to establish that the proposed Transfer meets the provisions of this Section 14.5.4 at least ten (10) days prior to the Transfer.

Additional Permitted Transfers. 27 1.23.4. Delivery of Documents to the Beneficiary......................28 1.24.