Exceptions to Preemptive Right shall not apply to the following:
Exceptions to Preemptive Right. Section 11.3 shall not ------------------------------ apply to any transfer occurring by operation of law in a corporate merger, consolidation, amalgamation or reorganization of a Partner in which the surviving entity possesses all of the stock or all of the property rights and interests, and is subject to all of the liabilities and obligations of that Partner or to the grant by a Partner of a security interest in any portion of its Partnership Interest pursuant to the second paragraph of Section 11.1.
Exceptions to Preemptive Right. Paragraph 1.1 above shall not apply to the following:
(a) Transfer by a Member of all or any part of its Ownership Interest to an Affiliate; (b) Incorporation, corporate consolidation or reorganization of a Member or any similar transaction, by which the surviving entity shall possess substantially all of the stock and/or all of the property rights and interests and be subject to substantially all of the liabilities and obligations of that Member;
Exceptions to Preemptive Right. Section 1.1 above shall not apply to the following:
2.1 Transfer by a Member of all or any part of its Ownership Interest to an Affiliate;
2.2 Incorporation of a Member, or corporate consolidation or reorganization of a Member by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Member;
2.3 Corporate merger or amalgamation involving a Member by which the surviving entity or amalgamated company shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Member; provided, however, that the value of the merging or amalgamating Member's interest in the Company, evidenced by its Capital Account balance (as described in Exhibit C), does not exceed sixty (60%) percent of the Net Worth of the surviving entity or amalgamated company;
2.4 The transfer of Control of a Member by an Affiliate to such Member or to another Affiliate;
2.5 Subject to Subsection 7.2.7 of the Agreement, the grant by a Member of a security interest in its Ownership Interest by Encumbrance;
2.6 The creation by any Affiliate of a Member of an Encumbrance affecting its Control of such Member; or
2.7 A transfer by an Affiliate of a Member of Control of such Member to a third party, provided the value of such Member's Capital Account balance does not exceed sixty percent (60%) of the Net Worth of the transferring Affiliate, or does not exceed sixty percent (60%) of the Net Worth of Transferee.
Exceptions to Preemptive Right. Paragraph 1.1 above shall not apply to the following:
(a) Transfer by either Participant of all or any part of its Participating Interest to an Affiliate;
(b) Incorporation of either Participant, or corporate consolidation or reorganization of either Participant by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Participant;
(c) Corporate merger or amalgamation involving either Participant by which the surviving entity or amalgamated company shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Participant; provided, however, that the value of the merging or amalgamating Participant’s Net Worth does not exceed 50% percent of the Net Worth of the surviving entity or amalgamated company;
(d) the transfer of Control of either Participant by an Affiliate to such Participant or to another Affiliate;
(e) subject to Subsection 14.2(f) of the Agreement, the grant by either Participant of a security interest in its Participating Interest by Encumbrance;
(f) the creation by any Affiliate of either Participant of an Encumbrance affecting its Control of such Participant;
(g) a sale or other commitment or disposition of Products or proceeds from sale of Products by either Participant upon distribution to it pursuant to Article XI of the Agreement; or
(h) a transfer by an Affiliate of either Participant of direct Control of such Participant to a third party, provided the Net Worth of such Participant does not exceed 50% of the Net Worth of the transferring Affiliate, or does not exceed 50% of the Net Worth of Transferee.
Exceptions to Preemptive Right. Paragraph 1.1 above shall not apply to the following:
(a) The Transfer by either Participant of all or any part of its Participating Interest to an Affiliate.
(b) Incorporation of either Participant, or corporate consolidation or reorganization of either Participant by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Participant.
(c) Corporate merger or amalgamation involving either Participant by which the surviving entity or amalgamated company shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Participant;
(d) The transfer of Control of either Participant by an Affiliate to such Participant or to another Affiliate.
(e) Subject to Subsection 16.2(g) of the Agreement, the grant by either Participant of a security interest in its Participating Interest by Encumbrance.
(f) The creation by any Affiliate of either Participant of an Encumbrance affecting its Control of such Participant.
(g) A sale or other commitment or disposition of Products or proceeds from sale of Products by either Participant upon distribution to it pursuant to Article XI of the Agreement.
Exceptions to Preemptive Right. PARAGRAPH 1.1 above shall not apply to the following:
(a) Transfer by either Member of all or any part of its Ownership Interest to an Affiliate;
(b) Incorporation of either Member, or corporate consolidation or reorganization of either Member by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Member;
(c) Corporate merger or amalgamation involving either Member by which the surviving entity or amalgamated company shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Member; provided, however, that the value of the merging or amalgamating Member's interest in the Company, evidenced by its Capital Account balance (as described in EXHIBIT ------- C), does not exceed fifty percent of the Net Worth of the surviving entity -- or amalgamated company;
(d) The transfer of Control of either Member by an Affiliate to such Member or to another Affiliate;
(e) Subject to SUBSECTION 7.2(G) of the Agreement, the grant by either Member ----------------- of a security interest in its Ownership Interest by Encumbrance;
(f) The creation by any Affiliate of either Member of an Encumbrance affecting its Control of such Member; or
Exceptions to Preemptive Right. Paragraph 1.1 above shall not apply to the following: EXHIBIT H
(a) Transfer by either Member of all or any part of its Ownership Interest to an Affiliate;
(b) Incorporation of either Member, or corporate consolidation or reorganization of either Member by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Member;
(c) Corporate merger or amalgamation involving either Member by which the surviving entity or amalgamated company shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Member;
(d) the transfer of Control of either Member by an Affiliate to such Member or to another Affiliate;
(e) subject to Subsection 7.2(g) of the Agreement, the grant by either Member of a security interest in its Ownership Interest by Encumbrance;
(f) the creation by any Affiliate of either Member of an Encumbrance affecting its Control of such Member; or
(g) a transfer by an Affiliate of either Member of Control of such Member to a third party.
Exceptions to Preemptive Right. 37 XVI. CONFIDENTIALITY..................................................................... 37 16.1 General.................................................................... 37 16.2 Exceptions................................................................. 37 16.3 Disclaimers................................................................ 38
Exceptions to Preemptive Right. Paragraph 12.3 shall not apply to the following:
(a) Transfer by a Participant of all or any part of its interest in this Agreement, any Participating Interest or the Assets to an Affiliate;
(b) Incorporation of a Participant or corporate merger, consolidation, amalgamation or reorganization of a Participant by which the surviving entity shall possess substantially all of the stock, or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Participant;
(c) The grant by a Participant of a security interest in any interest in this Agreement, any Participating Interest or the Assets by mortgage, deed of trust, pledge, lien or other encumbrances; or
(d) A sale or other commitment or disposition of Products or proceeds from sale of Products by a Participant.