Exemption from Prohibited Transfers Sample Clauses

Exemption from Prohibited Transfers. Notwithstanding the foregoing, and with prior knowledge of the Township by written notice from Redeveloper, the following shall not constitute a prohibited Transfer, for purposes of Section 8.1: transfer to an entity or entities controlled by Redeveloper, or other urban renewal entity or entities formed by Redeveloper pursuant to N.J.S.A. 40A:20-4; provided, however, that such successor and assignee of Redeveloper shall assume all of the obligations of Redeveloper hereunder, but Redeveloper shall remain primarily liable for the performance of Redeveloper’s obligations; and provided further, that (i) a copy of the fully executed written instrument of conveyance and assignment and assumption of this Redevelopment Agreement shall be promptly delivered to the Township; and
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Exemption from Prohibited Transfers. Notwithstanding the foregoing, the following shall not constitute a prohibited transfer, for purposes of Section 12.1 above: after Government Approvals have been obtained, the assignment by Redeveloper of its rights under this Agreement to any third- party by any Redeveloper owner with a non-controlling interest in Redeveloper (i.e., less than 51%), but only upon the following conditions: (1) the controlling Redeveloper owner (i.e., at least 51%) shall remain jointly and severally liable for the performance in the entirety of any Redeveloper obligations under this Agreement, (2) the assignee of Redeveloper shall assume all or a portion of the obligations of Redeveloper hereunder, except for those obligations in clause (1) above that may never be assigned without the Redevelopment Entity’s express written consent, but regardless, Redeveloper shall remain primarily liable for the performance of the entirety of Redeveloper’s obligations hereunder, (3) a copy of the fully executed written assignment and assumption agreement shall be promptly delivered to the Redevelopment Entity, and (4) such assignment does not violate any of the Government Approvals.
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Exemption from Prohibited Transfers. Notwithstanding the foregoing, and with prior knowledge of the Township by prior written notice from Redeveloper, the following shall not constitute a prohibited Transfer, for purposes of Section 8.1: transfer to an entity or entities controlled by Redeveloper, including but not limited to an urban renewal entity or entities formed by Redeveloper pursuant to N.J.S.A. 40A:20-4; provided, however, that such successor and assignee of Redeveloper shall assume all of the obligations of Redeveloper hereunder, but Redeveloper shall remain primarily liable for the performance of Redeveloper’s obligations; and provided further, that (i) a copy of the fully executed written instrument of conveyance and assignment and assumption of this Redevelopment Agreement shall be promptly delivered to the Township; and (ii) such conveyance or assignment does not violate any of the Governmental Approvals.
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Exemption from Prohibited Transfers. Notwithstanding the foregoing, the following shall not constitute a prohibited Transfer for purposes of Section 8.1: (A) the Transfer or Transfers of interests in the Prism Member so long as the Prism Member is controlled by Xxxxxx Xxxx or Xx Xxxxx; or (B) the Transfer or Transfers of interests in the Greenfield Member so long as the Greenfield Member is controlled by Greenfield Acquisition Partners IV, LP; or (C) the Transfer or Transfers of (direct or indirect) interests in the DREF Member so long as the DREF Member is controlled (directly or indirectly) by (x) Dune Real Estate Partners III LLC, a Delaware limited liability company (“DREP”), or (y) an affiliate of DREP; or (D) the death or incapacity of a principal of a DREF Member, the Prism Member, or the Greenfield Member, including related transfers as a result thereof which comply with Section 8.2(A), (B) or (C), above; or (i) with seven (7) days’ prior written notice to the Township, the Transfer or Transfers of management or other control rights in DGP Edison LLC among the DREF Member, the Greenfield Member and the Prism Member, so long as the Redeveloper is controlled (directly or indirectly) by (x) DREF Member or its affiliates, (y) Greenfield Member or its affiliates or (z) a combination of any of the foregoing parties; and (ii) with fourteen (14) days’ prior written notice to the Township, without limiting subsections (A) through (C) above, the Transfer or Transfers of ownership interests in DGP Edison LLC among the DREF Member, the Greenfield Member and the Prism Member, so long as not more than ten percent (10%) of the direct or indirect beneficial ownership of Redeveloper is so Transferred; and (iii) without limiting subsections (A) through (C) above, with the consent of the Township, the Transfer or Transfers of more than ten percent (10%) of the direct or indirect beneficial ownership of Redeveloper among the DREF Member, the Greenfield Member and the Prism Member.
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Related to Exemption from Prohibited Transfers

  • 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.

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