General Prohibition on Transfers. Except as is specifically permitted by the provisions of this ARTICLE TWO, the sale, assignment, pledge, gift, transfer or other disposition of any of Shareholder's "Stock" (as defined in Section 6.13 hereof), either directly or indirectly, to any person or entity, is prohibited.
General Prohibition on Transfers. Borrower acknowledges that Lender has relied upon the principals of Borrower and their experience in owning and operating the Property and properties similar to the Property in connection with the closing of the loan evidenced by the Note. Accordingly, except as specifically allowed in the remaining subsections of this Sections 2.9 and notwithstanding anything to the contrary contained in Section 6.6 hereof, in the event that the Property or any part thereof or direct or indirect interest therein or direct or indirect interest in Borrower shall be sold, conveyed, disposed of, alienated, hypothecated, leased (except to Tenants of space in the Improvements in accordance with the provisions of Section 2.8 hereof), assigned, pledged, mortgaged, further encumbered or otherwise transferred or Borrower shall be divested of its title to the Property or any direct or indirect interest therein, in any manner or way, whether voluntarily or involuntarily (each, a “Transfer”), without the prior written consent of Lender being first obtained, which consent may be withheld in Lender’s sole discretion, then the same shall constitute an Event of Default and Lender shall have the right, at its option, to declare any or all of the Debt, irrespective of the maturity date specified in the Note, immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article V hereof. A Transfer within the meaning of this Section 2.9 shall be deemed to include, among other things: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; and (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents and Profits.
General Prohibition on Transfers. (a) Prior to the consummation of a Qualified IPO, no Shareholder may Transfer any right, title or interest in any or all of its Equity Securities, except that:
(i) a Shareholder may Transfer all or part of its Equity Securities in a Permitted Transfer;
(ii) after March 10, 2013: (A) any Existing Shareholder may Transfer all or part of its Equity Securities pursuant to Section 2.2 or 2.3; and (B) a Minority Shareholder may Transfer all or part of its Equity Securities pursuant to Section 2.4 or 2.5;
(iii) a Shareholder may Transfer all of its Equity Securities pursuant to Section 2.6;
(iv) a Shareholder may Transfer all or part of its Equity Securities to the Company to the extent such Transfer is not otherwise prohibited pursuant to this Agreement; and
(v) a Shareholder may Transfer all or part of its Equity Securities with the prior written consent of the Requisite Holders, the holders of a majority of the outstanding Common Shares and the holders of a majority of the outstanding Founder Preferred Shares.
(b) Any Transfer of Equity Securities permitted by Section 2.1(a)(i) or 2.1(a)(ii) shall not be effective unless and until the transferee thereof shall sign a Joinder Agreement and, if required by applicable law (as determined by the Company), shall cause one or more Spousal Consents to be signed by the individuals requested by the Company; provided, however, that no such Transfer shall release the transferor of its obligations under this Agreement.
(c) Notwithstanding anything in Section 2.1(a) to the contrary, no Shareholder may Transfer any right, title or interest in any or all of its Equity Securities if such Transfer would result in or be reasonably likely to result in a violation of any aspect of the provision of the Brazilian Aviation Code (law no. 7.565/86) that requires a specified percentage of the capital stock of scheduled air service companies to be owned by Brazilian citizens.
General Prohibition on Transfers. Except as is specifically -------------------------------- permitted by the provisions of this ARTICLE FOUR, the sale, assignment, pledge, gift, transfer or other disposition of the Shareholder's Stock, either directly or indirectly, to any person or entity other than the Corporation, is prohibited.
General Prohibition on Transfers. (a) No Securityholder shall, directly or indirectly, Transfer any of such Securityholder’s Securities except (i) in accordance with the terms and conditions of this Agreement or (ii) to any Permitted Transferee. Any Transfer made or attempted in violation of this Agreement shall be null and void.
(b) Notwithstanding anything to the contrary contained in this Agreement, no Management Securityholder shall Transfer any of such Management Securityholder’s Securities other than to a Permitted Transferee until March 14, 2012.
(c) Each Securityholder agrees not to, directly or indirectly, Transfer any of such Securityholder’s Securities to any Person whose activities, products or services directly compete with the activities, products or services of the Corporation as reasonably determined in good faith by the Board as of the date of such proposed Transfer; provided that the foregoing limitation shall not apply to Transfers registered under the Securities Act or Rule 144 promulgated thereunder. The Corporation may impose stop transfer instructions with its transfer agent in order to enforce the foregoing limitation.
General Prohibition on Transfers. The REIT, the Partnership and the Companies agree, for the benefit of the Protected Members, for the term of the Protected Period, that no Company or Subsidiary will Transfer any Protected Property or any interest therein except as expressly permitted pursuant to this Agreement.
General Prohibition on Transfers. (a) Prohibition on Transfers Generally. No Management Investor shall, at any time prior to an IPO, Transfer any shares of Common Stock, unless such Transfer is made in accordance with Section 2.3, 2.4 or 2.5 or pursuant to a Piggyback Registration, and any Transfer by any Management Investor of any shares of Common Stock owned as of the date hereof or hereafter acquired not in accordance with such provisions shall be null and void.
General Prohibition on Transfers. Except as otherwise set forth in this Article XII, no Partner may Transfer any portion of its Partnership Interest without the prior written consent of all other Partners, which may be granted or withheld in each Partner’s sole and absolute discretion, and any attempt to do so shall be null and void. For purposes of this Section 12.1, transfers of interests in DDR or TRT and changes in ownership of any corporation, partnership, limited liability company or other entity that owns an interest in DDR or TRT shall not be prohibited or be considered a transfer of the Partnership Interest of DDR or TRT. No Transfer (whether or not contemplated by this Agreement) shall give the transferee the right to be admitted as a Substitute Partner except as set forth in Sections 12.2 and 12.5.
General Prohibition on Transfers. Except as provided in this Article X, Lessee shall have no right to transfer, assign, mortgage, hypothecate, or otherwise encumber this Lease or Lessee's interest in all or any portion of the Property, any Individual Property or any part thereof (including without limitation, any sublease), or transfer any direct or indirect interest in Lessee unless expressly permitted by the Loan Agreement or otherwise approved by Lender in its sole and absolute discretion (each a "Transfer"). Any attempted Transfer in violation of the provisions of this Section shall be void and confer no rights upon any third person. If this Lease be assigned, or if the Property or any part thereof be sublet or occupied by anybody other than Lessee, in any case, except as provided in this Article X, Lessor may, after default by Lessee, collect rent from the assignee, subtenant or occupants of Lessee, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupants of Lessee, or a release of Lessee from the further performance by Lessee of covenants on the part of Lessee herein contained.
General Prohibition on Transfers. Except as set forth in this Article IX, or otherwise expressly provided in this Agreement, no Member shall withdraw from membership in the Company, and no person shall give, sell, assign, pledge, hypothecate, exchange or otherwise Transfer to another Person any Membership Interest or any part thereof or make any other direct or indirect Transfer. Any Transfer or attempt to Transfer any Membership Interest or any part thereof in violation of the terms of this Article IX shall be void and of no force or effect.
