Consequences of Prohibited Transfers Sample Clauses

Consequences of Prohibited Transfers. Any purported Transfer of or in respect of all or any part of the Interest of any Non-Managing Member (whether by way of a Transfer by any Non-Managing Member of its Interest or by way of a Transfer by any other Person in respect such Interest or of an interest in such Non-Managing Member) not made in accordance with the provisions of this Section 10.1(a) or without satisfaction of the other requirements of Sections 10.1, 10.3 or 10.4 hereof shall, to the fullest extent permitted by law, be null and void and of no force or effect and the Managing Member shall, to the fullest extent permitted by law, be entitled to cause the Transfer or re-Transfer thereof to another Person for an amount equal to the relevant portion of the Capital Account associated with such Non-Managing Member’s Interest at the time of Transfer or re-Transfer (or, in the case of a purported Transfer by any other Person in respect of all or any portion of such Non-Managing Member’s Interest including by way of Transfer of an interest in or in an interest held by a Member, the Transfer of all or any portion of such Non-Managing Member’s Interest for an amount equal to the relevant portion of the Capital Account associated with such Non-Managing Member’s Interest at the time of such Transfer). Further, in the event of any Transfer of or in respect of all or any part of the Interest of any Non-Managing Member (whether by way of a Transfer by any Non-Managing Member of its Interest or by way of a Transfer by any other Person in respect such Interest) without satisfaction of the requirements of Section 10.1(b), such Non-Managing Member shall be deemed to be a “Defaulting Member” for the purposes of Section 3.6(b) hereof and for the purposes of such Member’s voting rights under this Agreement.
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Consequences of Prohibited Transfers. Any purported Transfer of or in respect of all or any part of the Interest of any Limited Partner (whether by way of a Transfer by any Limited Partner of its Interest or by way of a Transfer by any other Person in respect such Interest or of an interest in such Limited Partner) not made in accordance with the provisions of this Section 10.1(a) or without satisfaction of the other requirements of Sections 10.1, 10.3 or 10.4 hereof shall, to the fullest extent permitted by law, be null and void and of no force or effect and the General Partner shall, to the fullest extent permitted by law, be entitled to cause the Transfer or re-Transfer thereof to another Person for an amount equal to the relevant portion of the Capital Account associated with such Limited Partner’s Interest at the time of Transfer or re-Transfer (or, in the case of a purported Transfer by any other Person in respect of all or any portion of such Limited Partner’s Interest including by way of Transfer of an interest in or in an interest held by a Partner, the Transfer of all or any portion of such Limited Partner’s Interest for an amount equal to the relevant portion of the Capital Account associated with such Limited Partner’s Interest at the time of such Transfer). Further, in the event of any Transfer of or in respect of all or any part of the Interest of any Limited Partner (whether by way of a Transfer by any Limited Partner of its Interest or by way of a Transfer by any other Person in respect such Interest) without satisfaction of the requirements of Section 10.1(b), such Limited Partner shall be deemed to be a “Defaulting Limited Partner” for the purposes of Section 3.6(b) hereof and for the purposes of such Partner’s voting rights under this Agreement.
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Related to Consequences of Prohibited Transfers

  • Certain Prohibited Transfers The Shareholder agrees not to, except as provided for in this Agreement or the Merger Agreement:

  • Prohibited Transfers The occurrence of any of the following Transfers will constitute an Event of Default under this Loan Agreement:

  • Effect of Prohibited Transfer The Company shall not be required (a) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (b) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred.

  • Prohibited Transferees Notwithstanding the foregoing, no Key Holder shall transfer any Transfer Stock to (a) any entity which, in the determination of the Board of Directors, directly or indirectly competes with the Company; or (b) any customer, distributor or supplier of the Company, if the Board of Directors should determine that such transfer would result in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier.

  • Prohibited Transfer Any purchase which causes Purchaser to be in violation of the terms of Section 2 above ("PROHIBITED TRANSFER") shall not be effected by Catalyst and shall be voidable at the option of Catalyst by their giving written notice to the transferor, his transferee and Purchaser. Each certificate representing Common Shares held by Purchaser shall be endorsed by the Company with a legend reading as follows: "THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A STANDSTILL AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER HEREOF (A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY), AND NO TRANSFER OF THE SHARES EVIDENCED HEREBY SHALL BE EFFECTIVE EXCEPT IN COMPLIANCE WITH THE TERMS THEREOF."

  • Prohibited Transactions and Activities None of the Depositor, the Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for any REMIC created hereunder (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to any REMIC created hereunder after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any of any REMIC Regular Interest created hereunder as a REMIC or (b) cause any REMIC Regular Interest created hereunder to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

  • Prohibited Transactions Since the earlier of (a) such time as such Investor was first contacted by the Company or any other Person acting on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 0000 Xxx) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investors as well as the Company and that each of the other Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

  • Plan Assets; Prohibited Transactions The Borrower is not an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of Credit Extensions hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

  • No Prohibited Transactions None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company Group or any Employee Plan, or for which the Company Group has any indemnification obligation.

  • Prohibited Transaction Prohibited Transaction" means a "prohibited transaction" within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Internal Revenue Code.

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