Certain Transfers Prohibited. (a) Notwithstanding any other provision of this Agreement, no Transfer of a Limited Partner’s Partnership Interest (including any Transfer of an interest in Partnership gains, losses or distributions) shall be permitted if such Transfer would result in (i) such interests being traded on an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code; or (ii) the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Treasury Regulations Section 1.7704-1(e), (f), (g), (h) or (j) (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”).
(b) By means of example, the Safe Harbors described in the foregoing include, but are not limited to, the following: (i) “private transfers” including transfers which constitute “block transfers” consisting of a Transfer by a partner and any related persons (within the meaning of Section 267(b) or Section 707(b)(1) of the Code) in one or more transactions during any thirty (30) calendar-day period of Partnership Interests representing in the aggregate more than two percent (2%) of the total interests in the Partnership’s capital or profits (determined without regard to Partnership Interests held by the General Partner and any other person related to the General Partner within the meaning of Section 267(b) or Section 707(b)(1) of the Code); (ii) any Transfer that, when aggregated with all other Transfers of Partnership Interests (other than Transfers described in Treasury Regulations Section 1.7704-1(e), (f) or (g), inclusive of, but not limited to, those Transfers described by items (i) and (iii) of this Section 9.3(b)) within the same taxable year of the Partnership, would constitute a transfer of a percentage of the total interests in the Partnership’s capital or profits (determined without regard to Partnership Interests held by the General Partner and any other person related to the General Partner within the meaning of Section 267(b) or Section 707(b)(1) of the Code) of two percent (2%) or less; (iii) certain Transfers made pursuant to a redemption or repurchase agreement, where (A) such redemption or repurchase is made pursuant to a redemption or repurchase agreement that requires that th...
Certain Transfers Prohibited. The Guarantors agree that so long as any of the Guaranteed Obligations remains outstanding, he will not give or otherwise transfer or dispose of any material portion of its assets to any other person or entity for less than the reasonably equivalent value of such assets.
Certain Transfers Prohibited. Except as provided in Section 2(b), no Shareholder may sell, assign, pledge or otherwise transfer or encumber in any manner or by any means whatsoever (collectively, a "Transfer") any shares of Common Stock which such Shareholder may now own or may hereafter acquire, unless the transferee shall agree in writing to be bound by the provisions of this Agreement with respect to shares of Common Stock such transferee acquires. Any purported Transfer in violation of this Agreement shall be void and ineffective and shall not operate to Transfer any interest or title to the purported transferee.
Certain Transfers Prohibited. Notwithstanding the provisions of Section 7.1 hereof to the contrary, no Transfer by a Partner shall be permitted which would result in (i) the violation of the terms of any Loan Document or other agreement to which the Partnership is a party or by which its assets are affected, including, without limitation, the Operating Documents, or (ii) the termination of the Partnership as a limited partnership pursuant to the terms of the Act or, unless otherwise agreed, within the meaning of Section 708 of the Code, or (iii) the violation of any applicable law.
Certain Transfers Prohibited. Except with the prior written consent of the Company, the Investor may not Transfer any Series B Preferred Shares to any Person other than an Affiliate until such time as the right to convert the Series B Preferred Shares into A Common Shares pursuant to Section 4.1 of the Authorizing Resolution becomes exercisable. In no event shall the Investor Transfer any Series B Preferred Shares to a Competitor at any time. For the avoidance of doubt, the foregoing restrictions shall not apply to any Transfers of Common Shares held by the Investor.
Certain Transfers Prohibited. Each of the Shareholders agree that, notwithstanding any provision of this Agreement to the contrary, it will not at any time Transfer or agree to Transfer any Shares to any person or entity (including any stockholders or equityholders of such entity) that to the knowledge of the transferring party is engaged in a business or activity competing with the Company's business as then conducted.
Certain Transfers Prohibited. In addition to the restrictions imposed upon the Exchanging Holder (or its designee) pursuant to the restrictions referred to in the second restrictive legend set forth in Section 3.2 above (the "Charter Restrictions"), the Exchanging Holder (or its designee) shall not sell, transfer or dispose, or purchase or acquire in any manner whatsoever, whether voluntarily or involuntarily, by operation of law or otherwise (any such sale, transfer, disposition, purchase, acquisition or contract being a "Transfer"), any shares of capital stock of the Company or any option, warrant or other right to purchase or acquire capital stock of the Company or any securities convertible into or exchangeable for capital stock of the Company without the express written consent of the Board of Directors of the Company, which the Board may withhold only if such Transfer would, in the sole discretion and judgment of the Board of Directors, (i) in the case of a Transfer which would occur on or prior to December 31, 2005, jeopardize the Company's preservation of its Federal income tax attributes pursuant to Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), or (ii) in the case of a Transfer which would occur after December 31, 2005, be materially adverse to the interests of the Company (it being agreed that a proposed sale or other disposition of Common Stock at a premium to market or other similar transaction shall not in and of itself be deemed materially adverse to the interests of the Company).
Certain Transfers Prohibited. TENANT SHALL NOT OFFER TO MAKE, OR ENTER INTO NEGOTIATIONS WITH RESPECT TO ANY TRANSFER TO: (A) ANY TENANT OF THE PROPERTY OR ANY TENANT OF ANY ADJACENT PROPERTY OWNED BY LANDLORD OR ANY LANDLORD-AFFILIATED COMPANY (THE "Adjacent Property") OR ANY ENTITY OWNING OR OWNED BY, OR UNDER THE COMMON CONTROL OF, WHETHER DIRECTLY OR INDIRECTLY, A TENANT OF THE PROPERTY OR THE ADJACENT PROPERTY UNLESS THERE IS NO COMPETING SPACE THEN AVAILABLE FOR LEASES THEREIN; OR (B) ANY PARTY WITH WHOM LANDLORD (OR ITS AFFILIATE) IS THEN NEGOTIATING, AS EVIDENCED BY A SIGNED LETTER OF INTENT, WITH RESPECT TO OTHER SPACE IN THE BUILDING, AT THE PROPERTY OR AT THE ADJACENT PROPERTY; OR (C) ANY PARTY WHICH WOULD BE OF SUCH TYPE, CHARACTER, OR CONDITION AS TO BE INAPPROPRIATE AS A TENANT FOR THE BUILDING OR AT THE PROPERTY. IT SHALL NOT BE UNREASONABLE FOR LANDLORD TO DISAPPROVE ANY PROPOSED ASSIGNMENT, SUBLET OR TRANSFER TO ANY OF THE FOREGOING ENTITIES. TENANT AGREES NOT TO LIST OR ADVERTISE THE PREMISES FOR ASSIGNMENT OR SUBLEASE, WHETHER THROUGH A BROKER, AGENT OR REPRESENTATIVE, OR OTHERWISE AT A FULLY SERVICE RENTAL RATE WHICH IS LESS THAN LANDLORD'S CURRENT RATE FOR NEW TENANT AT THE PROPERTY, AS EVIDENCED BY A LEASE OR LETTER OF INTENT ENTERED INTO IN THE SIX MONTH PERIOD PRIOR TO TENANT'S OFFER OF SPACE (IF ANY ADDITION OR NEW BUILDING IS CONSTRUCTED BY LANDLORD). LANDLORD SHALL NOT BE DEEMED TO UNREASONABLY WITHHOLD ITS CONSENT TO ANY PROPOSED ASSIGNMENT OR SUBLEASE IS SUCH TRANSFER, IN LANDLORD'S REASONABLE DETERMINATION, IS AT A FULL-SERVICE RATE WHICH IS LESS THAN LANDLORD'S CURRENT RATE IN THE BUILDING FOR NEW TENANTS, AND WOULD COMPETE WITH SIMILAR SPACE WITH SIMILAR BEING OFFERED OR ANTICIPATED TO BE OFFERED BY LANDLORD AT THE PROPERTY.
Certain Transfers Prohibited. 24 Section 7.3 Admission of a Substituted Partner.......................................................24 Section 7.4 Withdrawal of a Partner..................................................................25
Certain Transfers Prohibited. Each Purchaser agrees that, from the date hereof until December 14, 2003, such Purchaser shall not sell or transfer any of the Notes, Conversion Shares, Warrants, and Warrant Shares (except, in the case of Conversion Shares or Warrant Shares, open market transfers of same) purchased hereunder to any of the June Investors. Each Purchaser shall indemnify the Company from and against any losses incurred by the Company as a result of any sale or transfer by such Purchaser of Notes or Warrants in violation of this Section 5(e).
