Additional Transfer Restrictions. (a) No transfer of the Residual Certificates shall be made unless the Servicer has consented in writing to such transfer. No Residual Certificate may be transferred to a Disqualified Organization. The Servicer will not consent to any proposed transfer (i) to any investor that it knows is a Disqualified Organization or (ii) if the transfer involves less than an entire interest in a Residual Certificate unless (A) the interest transferred is an undivided interest or (B) the transferor or the transferee provides the Servicer with an Opinion of Counsel obtained at its own expense to the effect that the transfer will not jeopardize the REMIC status of any related REMIC. The Servicer's consent to any transfer is further conditioned the Servicer's receipt from the proposed transferee of (x) a Residual Transferee Agreement, (y) a Benefit Plan Affidavit, and (z) either (A) if the transferee is a Non-U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-A to Exhibit 8 to the Standard Terms and a certificate of the transferor stating whether the Class R Certificate has "tax avoidance potential" as defined in Treasury Regulations Section 1.860G-3(a)(2), or (B) if the transferee is a U.S. Person, an affidavit in substantially the form attached as Exhibit 8-B to Exhibit 8 to the Standard Terms. In addition, if a proposed transfer involves a Private Certificate, (1) the Servicer or the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration or qualification exemption(s) relied upon to exempt the transfer from registration under the Act and all applicable state securities or "blue sky" laws, and (2) if the transfer is to be made within three years after the acquisition thereof by a non-Affiliate of the Company from the Company or an Affiliate of the Company, the Servicer or the Trustee also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Company, the Trustee or the Servicer. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the initial transfer of the Residual Certificates or their transfer by a broker or dealer, if such broker or dealer was the initial transferee. Notwithstanding the fulfillment of the prerequisites described above, the Servicer may withhold i...
Additional Transfer Restrictions. The Shareholders understand and agree that, in addition to the restrictions set forth in this Agreement, the following restrictions and limitations are applicable to their purchase of the Diversinet Shares, Warrants and the Diversinet shares issuable upon conversion of the Warrants and any resale, pledge, hypothecation, transfer or other disposition of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants:
(i) The following legend reflecting all applicable restrictions will be placed on any certificate(s) evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants and the Vendors must comply with the terms and conditions set forth in such legends prior to any resale, pledge, hypothecation, transfer or other disposition of the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR CANADIAN SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE LAW AND, IF APPLICABLE, CANADIAN SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATIONS ARE LEGALLY REQUIRED FOR SUCH TRANSFER” (ii) Stop transfer instructions have been or will be placed on any certificates evidencing the Diversinet Shares, Warrants or the Diversinet shares issuable upon conversion of the Warrants so as to restrict the resale, pledge, hypothecation or other transfer thereof in accordance with the provisions hereof.
Additional Transfer Restrictions. 7.5.1 Notwithstanding any provision of this Agreement to the contrary, and subject to the limitations in Sections 7.1 through 7.4, a Partner's ability to Transfer all or any portion of its Partnership interest, or ownership interests in such Partner, or, in the case of any Highridge Partner, to permit the Transfer of direct or indirect (through one or more intermediaries) ownership interests in such Partner relating specifically or generally to such Partner's interest in the Partnership, shall be subject to the following additional restrictions:
7.5.1.1 No Transfer of all or any portion of such interest shall be effective unless (i) such Transfer complies with the Transfer restrictions in all agreements to which the Partnership, any Investment Entity or such Partner is a party, and (ii) such interest is registered under the Securities Act and any applicable state securities laws, or an exemption from registration is available, and, for any direct Transfer of an interest in the Partnership, the Partnership shall have received an opinion of counsel, reasonably Approved by the Partners other than the Partner making the Transfer, to such effect (unless the requirement that the Partnership receive such legal opinion is waived by the Approval of the Partners other than the Partner making the Transfer);
7.5.1.2 No Partner shall be permitted to Transfer any portion of its Partnership interest or take any other action which would cause the Partnership to be (i) treated as a "publicly traded partnership" within the meaning of Code Section 7704 or (ii) classified as a corporation (or as an association taxable as a corporation) within the meaning of Code Section 7701(a);
7.5.1.3 No Partner shall be permitted to Transfer all or any portion of its Partnership interest or to take any other action (including, in the case of any Partner which is a corporation, limited liability company or partnership or a partner, member or shareholder of a partnership or limited liability company which is a Partner, a Transfer of any interest in such partnership, limited liability or corporation or in the partners, members or shareholders thereof) which would result in a termination of the Partnership as a partnership within the meaning of Code Section 708(b)(1)(B) (a "Tax Termination") unless such Partner indemnifies the other Partners against any adverse tax consequences suffered by the Partnership as a result thereof;
7.5.1.4 Unless arrangements concerning withholding are reasonably Ap...
Additional Transfer Restrictions. Notwithstanding any other provision of this Agreement, the Employee shall not transfer, assign, encumber or otherwise dispose of any of the Restricted Shares which are subject to the Repurchase Right.
Additional Transfer Restrictions. Notwithstanding anything herein to the contrary, no Member may, without the prior written consent of the Manager, Transfer all or any portion of its Membership Interests to the extent such Transfer (a) would violate any applicable securities laws, or (b) would cause a termination of the LLC for federal income tax purposes.
Additional Transfer Restrictions. Investor further acknowledges that the Securities are subject to certain additional transfer restrictions set forth in the Stockholder Agreement and any proposed transfer of the Securities will be subject to compliance with such restrictions. Investor understands that the certificate(s) evidencing the Securities will be imprinted with a legend in substantially the form set forth in Section 1.3 hereof that indicates that the transfer of the Securities is prohibited unless in compliance with such restrictions.
Additional Transfer Restrictions. Notwithstanding anything to the contrary contained herein, if the Transfer is a grant of a pledge, security interest, lien or encumbrance on or with respect to Units to secure a loan or other indebtedness or obligation of a Member, such Transfer is subject to the further, additional terms and conditions: (a) such Transfer shall be granted only in a bona fide transaction, (b) such Transfer will be made only with the prior written consent of the Board of Managers, (c) such Transfer shall be subject to the condition that the holder of such pledge, security interest, lien or encumbrance (the “Chargee”) first enters into a written agreement with the other Members in form and substance satisfactory to such Members in their sole discretion, binding on the Chargee, to the effect that: (i) the Chargee shall not enter into possession or institute any proceedings for foreclosure or partition of the encumbering Member’s Interest and that such pledge, security interest, lien or encumbrance shall be subject to the provisions of this Agreement, (ii) the Chargee’s remedies with respect to such pledge, security interest, lien or encumbrance shall be limited to the sale of the whole (but only the whole) of such Member’s Interest to the Company or the other Member for an amount equal to the outstanding principal amount or other obligations plus all accrued interest, fees, costs or expenses, or, failing the completion of a sale to the Company or the other Member due to the rejection by the Company and the other Member of the opportunity to acquire such Interest (unless such failure is caused by the encumbering Member or by the Chargee), such sale to be held at a public auction at least sixty (60) days after prior written notice to the other Member containing a detailed description of the terms and conditions of such sale and such sale to be subject to the purchaser delivering an executed Joinder and entering into a written agreement with the remaining Members (on terms and conditions satisfactory to the remaining Members) whereby such purchaser assumes all obligations of the encumbering Member and agrees to abide and be bound by this Agreement, (iii) the Chargee shall fully satisfy and discharge its right and interest in any such sale and shall promptly release its pledge, security interest, lien or encumbrance with respect to such Interest, (iv) the pledge, security interest, lien or encumbrance shall be subordinate to any then-existing debt, including any project financing,...
Additional Transfer Restrictions. (a) Notwithstanding the expiration of any of the Transfer restrictions set forth in Sections 3.2(a), 3.2(b) and 3.2(c), as applicable, until such time that the TPG Shareholders Beneficially Own, in the aggregate, less than three percent (3%) of the outstanding Company Ordinary Shares, the TPG Shareholders shall use their reasonable efforts not to Transfer any Company Ordinary Shares to any (x) Activist Investor or (y) Company Competitor who, in the case of this clause (y), prior to or after giving effect to such Transfer would, to the knowledge of the TPG Shareholders, Beneficially Own five percent (5%) or more of the outstanding Company Ordinary Shares (such a Company Competitor, a “Restricted Person”); provided, that the restrictions set forth above shall not apply to (a) any open market transactions (including any transaction under Rule 144 under the Securities Act); (b) any offering registered under the Securities Act if such offering is structured and conducted through an underwriter or otherwise in a manner reasonably calculated not to result in a Transfer of Company Ordinary Shares to any Activist Investor or Restricted Person, (c) subject to Article V, any transaction or series of related transactions (including any merger, exchange offer or tender offer) that results in at least a majority of the issued and outstanding equity securities of the Company being Beneficially Owned by any Person who, prior to the consummation of such transaction, or series of related transactions did not so Beneficially Own a majority of the issued and outstanding equity securities of the Company or (d) any Transfer if the Company consents to such Transfer in writing (such consent not to be unreasonably withheld, conditioned or delayed).
(b) During the period beginning on the date hereof and ending on the two-year anniversary of the date hereof, each TPG Shareholder hereby agrees that it shall not, and it shall cause each of its controlled Affiliates not to, sell or otherwise Transfer any Company Ordinary Shares to (i) the Company, or (ii) any person that, to the knowledge of such TPG Shareholder or controlled Affiliate, is buying Company Ordinary Shares on the Company’s behalf.
Additional Transfer Restrictions. (a) For so long as GM Holdco and its Affiliates collectively hold at least twenty percent (20%) of the Common Membership Interests, no Member (other than GM Holdco and its Affiliates) may Transfer, without the prior written consent of GM Holdco or in connection with a Transfer pursuant to Section 9.2(f), any of its Membership Interests to any Person, or to any Affiliate of any Person, that is engaged in the business of manufacturing, developing, producing, marketing, licensing, selling or distributing motor vehicles (but not component parts) in competition with GM and its Subsidiaries in any material market or sub-market or such business constitutes a material portion of its business or the applicable industry taken as a whole in such market or sub-market.
(b) Any Member proposing to make a Transfer of its Membership Interest pursuant to this Article IX and the proposed Transferee shall obtain (at its sole cost and expense, but with all reasonable cooperation from the Company) any waivers, consents or approvals from any third Person (including any Governmental Entity) that may be necessary in connection with the proposed Transfer and the admission of the proposed Transferee as a Substitute Member, if applicable.
(c) Notwithstanding any other provisions of this Article IX, no Transfer of Membership Interests subject to this Article IX may be made unless in the opinion of counsel (who may be counsel for the Company), reasonably satisfactory in form and substance to the Board of Managers and counsel for the Company (which opinion requirement may be waived, in whole or in part, at the discretion of the Board of Managers), such Transfer would not (i) violate any federal securities Laws or any state securities or “blue sky” Laws (including any investor suitability standards) applicable to the Company or the Membership Interests to be Transferred, (ii) cause the Company to be required to register as an “investment company” under the 1940 Act, (iii) cause the Company (for so long as it is a limited liability company) to be treated as a publicly traded partnership for United States federal tax purposes or (iv) have a material and adverse effect on the Company as a result of any requirement of Law that becomes or that may become applicable in connection with or as a result of such Transfer.
(d) No Transfer of a Membership Interest (or beneficial interest therein) shall be effective, and neither the Company nor the Tax Matters Member shall recognize any such Transfer...
Additional Transfer Restrictions. The transfer and exchange of Book-Entry Notes or beneficial interests therein shall be affected through the Depository, in accordance with this Indenture and the procedures of the Depository therefor, which shall include restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in a Book-Entry Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Book-Entry Note in accordance with the transfer restrictions set forth in the Section 2.04 and on the legends on the forms of the Notes.
