Additional Transfer Restrictions Clause Samples
The "Additional Transfer Restrictions" clause sets out extra limitations on the transfer or assignment of rights, interests, or securities beyond those already established in the main agreement. Typically, this clause may specify certain conditions under which transfers are prohibited, such as requiring prior written consent from other parties, restricting transfers to specific entities, or imposing waiting periods before a transfer can occur. Its core practical function is to maintain control over who may become a party to the agreement or hold certain interests, thereby protecting the original parties from unwanted or potentially harmful changes in ownership or participation.
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. Without the prior approval of the Majority Holders, which approval shall not be unreasonably withheld or delayed, neither Brand nor any Brand Transferee, whether acting alone or in concert with any other Person, shall enter into a Contract to Transfer, arrange for the Transfer of or Transfer to any Person or group (as defined pursuant to Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended) (other than to Brand or a Brand Transferee), directly or indirectly or through one or more intermediaries, in a single transaction or a series of related transactions, any Shares then beneficially owned by Brand or such Brand Transferee or any interest therein, if immediately following the consummation of such Transfer, such acquiring Person or group, together with any Affiliates thereof (or Affiliate of any member of such group), would be the beneficial owner, directly or indirectly, of 20% or more of the outstanding Shares (including as outstanding for such purpose any Shares issuable upon exercise of any Rights to be acquired from Brand or a Brand Transferee in such transaction and all other Rights beneficially owned by any such Affiliate, Person, group or member thereof). For purposes of this Section 2.3, the Majority Holders shall be deemed to have approved a Transfer pursuant to this Section 2.3 if Brand or the Brand Transferee, as the case may be, gives written notice to the Purchasers of his, its or their intention to make a Transfer pursuant to this Section 2.3, which notice shall include the terms and conditions of such Transfer, the names of the proposed acquiring Person or group and the proposed closing date of such Transfer, and Brand or the Brand Transferee, as the case may be, shall not have received within 10 days thereafter a written notice from the Majority Holders objecting to the proposed Transfer.
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. The Investor understands and agrees that, in addition to any restrictions that may be set forth in this Agreement, the following legend will be placed on any certificate(s) or other document(s) evidencing the Purchased Shares and the Investor must comply with the terms and conditions set forth in such legend prior to any resales, pledges, hypothecations or other transfers of the Purchased Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF THE UNITED STATES OR ANY OTHER JURISDICTION AND MAY NOT BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH LAWS OR COMPLIANCE WITH OTHER APPLICABLE REQUIREMENTS THEREOF, OR (B) PURSUANT TO A VALID EXEMPTION FROM SUCH REGISTRATION OR OTHER REQUIREMENTS AND THE RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT THE PROPOSED TRANSFER OF THE COMPANY’S SECURITIES IS EXEMPT FROM THE REGISTRATION PROVISIONS OF ALL APPLICABLE LAWS.” Stop transfer instructions have been or will be placed on any certificates or other documents evidencing the Purchased Shares so as to restrict the resale, pledge, hypothecation or other transfer thereof in accordance with the provisions hereof.
Additional Transfer Restrictions. (a) 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 LLP) 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.
(b) Notwithstanding any other provisions of this Article IX, no Transfer of Membership Interests subject to this Article IX may be made (i) if such Transfer would subject the LLP to the reporting requirements of the Exchange Act, if it is not already subject to such reporting requirements and (ii) unless in the opinion of counsel (who may be counsel for the LLP), reasonably satisfactory in form and substance to the Managing Member, which opinion requirement may be waived, in whole or in part, at the discretion of the Managing Member, such Transfer would not violate any federal securities Laws or, if such opinion is requested by the Managing Member, any state securities or “blue sky” Laws (including any investor suitability standards) applicable to the LLP or the Membership Interests to be Transferred.
(c) Notwithstanding any other provisions of this Article IX, unless otherwise waived, in whole or in part, at the discretion of the Managing Member, no Transfer of Membership Interests subject to this Article IX may be made unless 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 LLP or the Membership Interests to be Transferred and (ii) to the transferor’s and transferee’s knowledge, have a material and adverse effect on the LLP as a result of any requirement of applicable Law in connection with or as a result of such Transfer.