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, approved by the Board of Managers and encumbering the transferring Member’s Interest, and (v) prior to any Transfer of Interests, any advances that have been made by the Company or its Subsidiaries to such Member and not repaid or any other amounts owing by such Member to the Company shall be repaid to the Company and fully satisfied.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Gryphon Gold Corp)
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 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 granted only necessary in connection with the proposed Transfer and the admission of the proposed Transferee as a bona fide transactionSubstitute 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 will 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 made only with counsel for the prior written consent LLP), reasonably satisfactory in form and substance to the Board of Managers, which opinion requirement may be waived, in whole or in part, at the discretion of the Board of Managers, such Transfer would not violate any federal securities Laws or, if such opinion is requested by the Board of Managers, 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 Board of Managers, no Transfer of Membership Interests subject to this Article IX may be made unless 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: would not (i) the Chargee shall not enter into possession violate any federal securities Laws or institute any proceedings for foreclosure state securities or partition of the encumbering Member’s Interest and that such pledge, security interest, lien or encumbrance shall be subject “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.
(d) Notwithstanding any other provisions of this AgreementArticle IX, (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, otherwise approved by the Board of Managers and encumbering the transferring Member’s InterestManagers, and (v) prior to any no Transfer of InterestsMembership Interests subject to this Article IX may be made to a Person which is a Competitor. For purposes of this paragraph, (W) “Competitor” shall mean any advances that have been made by the Company or its Subsidiaries to such Member and not repaid Business Competitor or any Affiliate thereof other amounts owing by such Member to than a Financial Affiliate of a Business Competitor that derives less than 10% of its Value from one or more Business Competitors; (X) “Business Competitor” shall mean any Person whose revenues, together with that of its Affiliates, from businesses directly competitive with the Company LLP during the preceding twelve months exceed $250 million; (Y) “Financial Affiliate” shall be repaid to the Company and fully satisfied.mean any bank, investment company, insurance company, pension, hedge or other investment fund or other financial institution that implements appropriate information screening procedures reasonably
Appears in 2 contracts
Samples: Limited Liability Partnership Agreement, Limited Liability Partnership Agreement (Delphi Automotive PLC)
Additional Transfer Restrictions. Notwithstanding anything (a) In addition to the contrary contained hereinrestrictions described in Section 5.26, if prior to the Transfer is a issuance of any Deferred Delivery Shares, neither Seller nor any Selling Party shall, directly or indirectly, offer, sell, contract to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law), grant of a pledge, security interest, lien any option to purchase or encumbrance on otherwise sell or reduce its risk with respect to Units to secure (collectively, a loan or other indebtedness or obligation of a Member“Transfer”), such Transfer is subject to the further, additional terms and conditions: (a) such Transfer shall be granted only in a bona fide transaction, undelivered Deferred Delivery Shares.
(b) The restrictions on Transfers of Deferred Delivery Shares and the restrictions on Transfer of membership or ownership interests pursuant to Section 7.7 shall not apply to any of the following Transfers of Deferred Delivery Shares or such membership or ownership interests:
(i) from CBW to Buyer or to a Member or Owner; provided that any Transfer will of Deferred Delivery Shares to a Member or Owner shall not be made only with the prior written consent unless such Member or Owner has delivered to Buyer a signed copy of the Board of Managers, (c) such Transfer shall be subject to the condition that the holder of such pledge, security interest, lien this Agreement or encumbrance (the “Chargee”) first enters into a written agreement with the other Members in form and substance satisfactory to Buyer agreeing to the restrictions on such Members Deferred Delivery Shares or such membership or ownership interests provided hereby and in their sole discretionSection 7.7 and containing representations similar to those provided in Section 5.26;
(ii) from: (A) an Owner on death by will or intestacy to his or her immediate family or to a trust, binding the beneficiaries of which are exclusively a charity (or charities), a member (or members) of his or her immediate family or (B) from an Owner during his or her lifetime to a trust, the trustees and beneficiaries of which are exclusively a charity (or charities) or such Owner and/or a member (or members) of his or her immediate family; provided that in each such case prior to any such Transfer each transferee shall execute a written agreement in form and substance satisfactory to Buyer, agreeing to the restrictions provided in this Section 7.6 and Section 7.7 and containing representations similar to those provided in Section 5.26;
(c) The portion of the legend on the Chargee, Deferred Delivery Shares relating to sale of the Deferred Delivery Shares without compliance with the registration provisions of the Securities Act shall be removed from a particular certificate representing such Deferred Delivery Shares when an unqualified opinion of counsel reasonably satisfactory to Buyer has been delivered to Buyer to the effect that: (i) that any such security may be freely sold to the Chargee shall not enter into possession or institute any proceedings for foreclosure or partition public without compliance with the registration provisions 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, approved by the Board of Managers and encumbering the transferring Member’s Interest, and (v) prior to any Transfer of Interests, any advances that have been made by the Company or its Subsidiaries to such Member and not repaid or any other amounts owing by such Member to the Company shall be repaid to the Company and fully satisfiedSecurities Act.
Appears in 1 contract
Additional Transfer Restrictions. Notwithstanding anything (a) In addition to the contrary contained hereinrestrictions described in Sections 5.26 and 5.28 (but subject to Section 3.2), if the Transfer is a Seller shall not, directly or indirectly, offer, sell, contract to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law), grant of a pledge, security interest, lien any option to purchase or encumbrance on otherwise sell or reduce its risk with respect to Units (collectively, a “Transfer”), any Shares for a period ending on the 366th day after the date such Shares were issued pursuant to secure a loan Sections 3.1 or other indebtedness or obligation of a Member3.2, such Transfer is subject to as the further, additional terms and conditions: (a) such Transfer shall be granted only in a bona fide transaction, case may be.
(b) such The restrictions on transfers of Shares and of Section 7.6 shall not apply to any of the following Transfers of Shares:
(i) from Seller to Buyer or to a Shareholder; provided that any Transfer will of the Shares to a Shareholder shall not be made only with the prior written consent unless such Shareholder has delivered to Buyer a signed copy of the Board of Managers, (c) such Transfer shall be subject to the condition that the holder of such pledge, security interest, lien this Agreement or encumbrance (the “Chargee”) first enters into a written agreement with the other Members in form and substance satisfactory to Buyer agreeing to the restrictions on such Members Shares provided hereby and containing representations similar to those provided in their sole discretionSection 5.28;
(ii) from: (A) a Shareholder to Seller; or (B) from a Shareholder on death by will or intestacy to his or her immediate family or to a trust, binding the beneficiaries of which are exclusively such Shareholder and/or a member (or members) of his or her immediate family or from a Shareholder during his or her lifetime to a trust, the trustees and beneficiaries of which are exclusively such Shareholder and/or a member (or members) of his or her immediate family; provided that in each such case prior to any such Transfer each transferee shall execute a written agreement in form and substance satisfactory to Buyer, agreeing to the restrictions on such Shares provided hereby and containing representations similar to those provided in Section 5.28; or
(iii) pursuant to a Buyer Sale.
(c) The portion of the legend on the Chargee, Shares relating to sale of the Shares without compliance with the registration provisions of the Securities Act shall be removed from a particular certificate representing such Shares when an opinion of counsel reasonably satisfactory to Buyer has been delivered to Buyer to the effect that: (i) that any such security may be freely sold to the Chargee shall not enter into possession or institute any proceedings for foreclosure or partition public without compliance with the registration provision of the encumbering Member’s Interest and that such pledgeSecurities Act.
(d) Whenever the restrictions imposed by this Section 7.6 terminate or lapse as to any particular Shares, security interest, lien or encumbrance the holder thereof shall be subject entitled to receive from Buyer, without expense, upon delivery to Buyer of the provisions of this Agreementexisting certificate representing such Shares, (ii) a new certificate not bearing the Chargee’s remedies restrictive legend 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 restrictions described in 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, approved by the Board of Managers and encumbering the transferring Member’s Interest, and (v) prior to any Transfer of Interests, any advances that have been made by the Company or its Subsidiaries to such Member and not repaid or any other amounts owing by such Member to the Company shall be repaid to the Company and fully satisfiedSection 7.6.
Appears in 1 contract
Samples: Asset Purchase Agreement (Navigant International Inc)
Additional Transfer Restrictions. Notwithstanding anything (a) In addition to the contrary contained hereinrestrictions described in Sections 3.21 and 3.24, if the Transfer is a Company shall not, directly or indirectly, offer, sell, contract to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of Law), grant of a pledge, security interest, lien any option to purchase or encumbrance on otherwise sell or reduce its risk with respect to Units to secure (collectively, a loan or other indebtedness or obligation of a Member“Transfer”), such Transfer is subject (i) any particular Deferred Payment Shares prior to the further, additional terms date on which such Deferred Payment Shares are issued (including any hedging or “short sales”) and conditions: (aii) any of the Contingent Payment Shares during the period ending on the first anniversary of the date on which such Transfer shall be granted only in a bona fide transaction, Contingent Payment Shares are issued.
(b) such The restrictions on Transfers of Contingent Payment Shares pursuant to this Section 5.8 shall not apply to any of the following Transfers of Contingent Payment Shares:
(i) from the Company to a member of the Company; provided that any Transfer will of the Contingent Payment Shares to a member of the Company shall not be made only with the prior written consent of the Board of Managers, (c) unless such Transfer shall be subject member has delivered to the condition that the holder of such pledge, security interest, lien or encumbrance (the “Chargee”) first enters into Purchaser a written agreement with the other Members in form and substance satisfactory to Purchaser, agreeing to the restrictions on such Members Contingent Payment Shares provided hereby;
(ii) from: (A) a member of the Company to the Company; or (B) from a member of the Company on death by will or intestacy to his or her immediate family or to a trust, the beneficiaries of which are exclusively such member of the Company and/or a member (or members) of his or her immediate family or from a member of the Company during his or her lifetime to a trust the beneficiaries of which are exclusively such member of the Company and/or a member (or members) of his or her immediate family; provided that in their sole discretioneach such case that any such Transfer of Contingent Payment Shares shall not be made unless each transferee has delivered to Purchaser a written agreement in form and substance satisfactory to Purchaser, binding agreeing to the restrictions on such Contingent Payment Shares provided hereby.
(c) The portion of the legend on the Chargee, Shares relating to sale of the Shares without compliance with the registration provisions of the Securities Act shall be removed from a particular certificate representing such Shares when either (a) a certificate has been delivered to Purchaser from the holder of such certificate certifying that the holder of such certificate has held the Shares represented by such certificate for at least one year and that the Shares represented by such certificate may be sold in compliance with Rule 144 or (b) an opinion of counsel reasonably satisfactory to Purchaser has been delivered to Purchaser to the effect that: (i) that any such security may be freely sold to the Chargee shall not enter into possession or institute any proceedings for foreclosure or partition public without compliance with the registration provision of the encumbering Member’s Interest and that such pledgeSecurities Act.
(d) Whenever the restrictions imposed by this Section 5.8 terminate or lapse as to any particular Contingent Payment Shares, security interest, lien or encumbrance the holder thereof shall be subject entitled to receive from Purchaser, without expense, upon delivery to Purchaser of the existing certificate representing such Contingent Payment Shares, a new certificate not bearing the restrictive legend with respect to the provisions restrictions described in this Section 5.8.
(e) Whether or not applicable by its terms, Purchaser shall comply with the restrictions set forth in Regulation M promulgated by the Securities and Exchange Commission (“Regulation M”) with respect to the activities of an issuer in connection with the issuance and distribution of the Shares pursuant to this Agreement, treating each ten trading day period over which the number of Deferred Payment Shares or Contingent Payment Shares are determined (ii) together with the Chargee’s remedies with respect applicable one or five business days prior to such pledgeten trading day period) as a “restricted period” within the meaning of Regulation M.
(f) Purchaser shall, security interest, lien or encumbrance shall be limited to upon the sale request of the whole (but only Company, register the whole) transfer 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 any Deferred Payment Shares by the Company and the other Member to any member of the opportunity to acquire such Interest (unless such failure is caused by Company without the encumbering Member requirement that any additional certificates, opinions or by the Chargee), such sale to instruments 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, approved by the Board of Managers and encumbering the transferring Member’s Interest, and (v) prior to any Transfer of Interests, any advances that have been made by the Company or its Subsidiaries to such Member and not repaid or any other amounts owing by such Member to the Company shall be repaid to the Company and fully satisfieddelivered.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Navigant Consulting Inc)
