FINANCING NOT PROHIBITED TRANSFER Sample Clauses

FINANCING NOT PROHIBITED TRANSFER. Subject to and in accordance with the terms and provisions of this Article 11, and notwithstanding anything in this Agreement to the contrary, FirstWorld shall have the right, without Irvine's consent, to encumber the Equipment, this Agreement and FirstWorld's interest in the License (or a portion of the foregoing) as security for any Financing and to file or record any Financing Encumbrance given by FirstWorld as security for any Financing. None of the following shall be deemed to constitute a Transfer of FirstWorld's rights under this Agreement or to otherwise violate any provision of this Agreement prohibiting the assignment, encumbrance, or other transfer of this Agreement or FirstWorld's rights hereunder: (a) FirstWorld's making of a Financing Encumbrance as security for any Financing; (b) any sale of this Agreement and of FirstWorld's interest in the License in any proceedings for the foreclosure of any Financing Encumbrance; (c) any assignment, transfer or conveyance to Lender in lieu of such foreclosure (or to a Lender's designated purchaser or assignee which is a Permitted Assignee); or (d) any sale of this Agreement and of FirstWorld's interest in the License by Lender following Lender's acquisition of the same in any proceedings for the foreclosure of any Financing Encumbrance, so long as such sale is to a Person (a "Permitted Assignee"): (i) which is not insolvent or the subject of any bankruptcy proceeding for reorganization or liquidation or (ii) with which Irvine does not have material litigation pending. Irvine shall recognize any purchaser of FirstWorld's interests under this Agreement pursuant to a foreclosure sale under a Financing Encumbrance, any transferee of FirstWorld's interests under this Agreement under an assignment in lieu of foreclosure, or, if the Lender should be such purchaser or assignee, a direct transferee of Lender that is a Permitted Assignee.
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Related to FINANCING NOT PROHIBITED TRANSFER

  • 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."

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

  • 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.

  • 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.

  • 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.

  • Not Plan Assets; No Prohibited Transactions None of the assets of the Borrower, any other Loan Party or any other Subsidiary constitutes “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. Assuming that no Lender funds any amount payable by it hereunder with “plan assets,” as that term is defined in 29 C.F.R. 2510.3-101, the execution, delivery and performance of this Agreement and the other Loan Documents, and the extensions of credit and repayment of amounts hereunder, do not and will not constitute “prohibited transactions” under ERISA or the Internal Revenue Code.

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

  • 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 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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