Effect of Transfer of Interest Sample Clauses

Effect of Transfer of Interest. A Transfer (or attempted Transfer) of any Interest (a) that is prohibited by the terms of this Agreement or that is prohibited by the terms of any other contract or agreement by which the Member whose Interest is the subject of a Transfer (or attempted Transfer) and the Company are bound; (b) that is made in violation of or without first complying with any applicable restrictions (including, without limitation, restrictions providing for a right of first refusal or option to purchase in favor of another Person and/or restrictions requiring notice to another Person or Persons prior to a Transfer) under the terms of this Agreement or under the terms of any other contract or agreement by which the Member whose Interest is the subject of a Transfer (or attempted Transfer) and the Company are bound; or (c) that is made, prior to any public offering of equity interests in the Company, to any party which is not an Affiliate of the transferring party (any such Transfer or attempted Transfer described in clauses (a), (b) or (c) above is a "Prohibited Transfer"), shall be absolutely void and of no effect and the Company shall not give any recognition whatsoever thereto.
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Effect of Transfer of Interest. Upon the Transfer of any interest in the Company in accordance with the provisions of this Article 7, the transferee of such interest shall own and hold such interest in the Company as a transferee, subject to all the terms, conditions, and limitations of this Agreement, including without limitation restriction on any further Transfer of such interest as provided in this Article 7. Consent to such Transfer shall not constitute consent to the admission of the transferee as a Member of the Company. A transferee may become a Member only in accordance with the provisions of Section 8.1. Unless a transferee is admitted to the Company as a Member in accordance with the provisions of Section 8.1, such transferee shall not be entitled to any of the rights or benefits of a Member hereunder except the right to the share of profits and losses and distributions of assets based on the transferee's Percentage of Interest. Without limiting the generality of the preceding sentence, such transferee shall have no right (i) to vote upon, approve, or consent to, any matter requiring the vote, approval or consent of the Members, or (ii) to receive any information from the Company of the kind to which Members are entitled, or any other information.
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Effect of Transfer of Interest. The transfer of ASI’s interest in ASIVI to VI:
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Effect of Transfer of Interest. A Transfer of an Interest pursuant to Article 11.2 above does not entitle the transferee to become, or to exercise rights or powers of a Member. A Transfer only entitles the transferee to receive cash distributions and allocations of Company profits and losses to the extent of the Interest transferred. Until the transferee is admitted as a Member pursuant to Article 11.4 below, the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Interest transferred.
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Effect of Transfer of Interest. A Transfer of an Interest pursuant to Section 9.2 above does not entitle the Transferee to become, or to exercise rights or powers of, a Substituted Partner. A Transfer only entitles the Transferee to receive cash distributions and allocations of Partnership profits and losses to the extent of the Interest to be Transferred; provided, however, that any Transfer of an Interest that would result in the Partnership becoming a publicly traded partnership taxable as a corporation will not be recognized by the Partnership and the Transferee will not be entitled to any distributions hereunder. Until the Transferee is admitted as a Substituted Partner pursuant to Section 9.4 below, the Transferor Partner shall continue to be a Partner and to be entitled to exercise any rights or powers of a Partner with respect to the Interest Transferred.
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Related to Effect of Transfer of Interest

  • Effect of Transfers Upon any Permitted Transfer, the transferee of the transferred Interest shall be entitled to receive the distributions and allocations to which the transferring Member would be entitled with respect to such transferred Interest, but shall not be entitled to exercise any of the other rights of a Member with respect to such transferred Interest, including, without limitation, the right to vote, unless and until such transferee is admitted to the Company as a Substituted Member pursuant to Section 9.5.

  • Effect of Transfer If Landlord consents to a Transfer, (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified, (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit.

  • Effect of Transaction (i) The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee.

  • Effect of Transactions Neither the execution of this Agreement nor the approval or consummation of the Transactions (whether alone or together with any other event (such as a termination of employment)) will: (i) result in any payment or benefit becoming due to any Service Provider under any MAMP Benefit Plan or MAMP Service Agreement; (ii) increase benefits otherwise payable or due under any MAMP Benefit Plan or MAMP Service Agreement or require the funding of any amounts under any MAMP Benefit Plan or MAMP Service Agreement; or (iii) result in any acceleration of the time of payment or vesting of any such benefits to any material extent.

  • Effect of Transfer Certificate A Transfer Certificate takes effect in accordance with English law as follows:

  • Removal of Transfer Restrictions Without limiting the generality of any other provision of this Indenture (including Section 3.04), the Restricted Note Legend affixed to any Note will be deemed, pursuant to this Section 2.12 and the footnote to such Restricted Note Legend, to be removed therefrom upon the Company’s delivery to the Trustee of notice, signed on behalf of the Company by one (1) of its Officers, to such effect (and, for the avoidance of doubt, such notice need not be accompanied by an Officer’s Certificate or an Opinion of Counsel in order to be effective to cause such Restricted Note Legend to be deemed to be removed from such Note). If such Note bears a “restricted” CUSIP or ISIN number at the time of such delivery, then, upon such delivery, such Note will be deemed, pursuant to this Section 2.12 and the footnotes to the CUSIP and ISIN numbers set forth on the face of the certificate representing such Note, to thereafter bear the “unrestricted” CUSIP and ISIN numbers identified in such footnotes; provided, however, that if such Note is a Global Note and the Depositary thereof requires a mandatory exchange or other procedure to cause such Global Note to be identified by “unrestricted” CUSIP and ISIN numbers in the facilities of such Depositary, then (i) the Company will effect such exchange or procedure as soon as reasonably practicable; and (ii) for purposes of Section 3.04 and the definition of Freely Tradable, such Global Note will not be deemed to be identified by “unrestricted” CUSIP and ISIN numbers until such time as such exchange or procedure is effected.

  • Transfer of Interest The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

  • Limitation of Transactions So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

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