General Restrictions on Transfers Sample Clauses

General Restrictions on Transfers. (a) No Stockholder may sell, exchange, assign, pledge, hypothecate, gift or otherwise transfer or dispose of (all of which acts shall be deemed included in the term “transfer” as used in this Agreement) any legal, economic or beneficial interest in any Share Equivalents (whether held in its own right or by its representative) unless (i) such transfer of Share Equivalents is made on the books of the Company and is not in violation of the provisions of this Article III and (ii) the transferee of such Share Equivalents (if other than (A) the Company or another Stockholder, (B) a transferee in a sale of Share Equivalents made under Rule 144 or any successor provision under the Securities Act, or (C) a transferee of Share Equivalents pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII hereof and executes such further documents as may be necessary, in the opinion of the Company and the SLP Investors, to make him, her or it a party hereto. (b) Any purported transfer of Share Equivalents other than in accordance with this Agreement by any Stockholder shall be null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Share Equivalents pursuant to any such transfer. (c) Each Stockholder acknowledges that the Restricted Shares have not been registered under the Securities Act and may not be transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Stockholder agrees that it will not transfer any Restricted Shares at any time if such action would constitute a violation of any securities laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Restricted Shares under any such laws or a breach of any undertaking or agreement of such Stockholder entered into pursuant to such laws or in connection with obtaining an exemption thereunder. Each Stockholder agrees that any Restricted Shares to be held by it shall bear the restrictive legend set forth in Section 6.3. (d) No Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Share Equivalents or enter into any agreements or arrangements of any kind with any Person with respect to any Share Equivalents inconsistent with the provisions...

General Restrictions on Transfers. 11.1 Subject to Clause ‎11.2, a bona fide Transfer of Securities is permitted: 11.1.1 to an Affiliate of an AHG Shareholder, provided that: (a) the AHG Shareholder transferor must retain Control of the Affiliate transferee following such transfer; and (b) if the transferee ceases to be an Affiliate of such AHG Shareholder, such transferee shall be obliged to immediately Transfer all of its transferred Securities to the original AHG Shareholder transferor or an Affiliate of the AHG Shareholder transferor; and 11.1.2 to another AHG Shareholder or person or account managed or advised by an existing Investment Manager (or an Affiliate of an existing Investment Manager) provided that: (a) the transferee must continue to be managed or advised by an existing Investment Manager (or an Affiliate of an existing Investment Manager); and (b) if the transferee ceases to be managed or advised by an existing Investment Manager (or an Affiliate of an existing Investment Manager), such transferee shall be obliged to immediately Transfer all of its transferred Securities to the original AHG Shareholder transferor or another AHG Shareholder or account or managed or advised by an existing Investment Manager (or an Affiliate of an existing Investment Manager); and 11.1.3 to an AHG Shareholder in accordance with Clause ‎6.4. 11.2 The Parties will procure that it shall be a condition of: 11.2.1 any Transfer of Securities in accordance with Clauses ‎10.2.2, ‎10.3 or ‎11.1 to; or 11.2.2 a subscription for Securities in accordance with Clause ‎9 by, a person or account that is (i) not an AHG Shareholder as at the date hereof and (ii) managed or advised by an existing Investment Manager or, in the case of a Transfer of Securities in accordance with Clauses ‎10.2.2 or ‎10.3, a Permitted Pledgee or a party other than the Permitted Pledgee in the event of a foreclosure, that the transferee or subscriber (as the case may be) enters into a Deed of Adherence before it becomes the holder of a Beneficial Ownership in any Voting Shares. 11.3 A person that has entered into a Deed of Adherence pursuant to this Agreement shall have the benefit of and be subject to the burden of all the provisions of this Agreement in respect of the Voting Shares so acquired as if it were Party hereto in the capacity designated in the Deed of Adherence, and this Agreement shall be interpreted accordingly. 11.4 The Parties agree that any Transfer (or series of Transfers) of Securities that does not comply with th...

General Restrictions on Transfers. (a) No Management Investor or Warrant Investor may, directly or indirectly, sell, exchange, assign, pledge, hypothecate, gift or otherwise transfer, dispose of or encumber, in each case, whether in its own right or by its representative and whether voluntary or involuntary or by operation of law (any of the foregoing shall be deemed included in the term “transfer” as used in this Agreement) any Securities or any legal, economic or beneficial interest in any Securities unless (i) such transfer of Securities is made in compliance with the provisions of this Article III and any other agreement applicable to the transfer of such Securities (including the applicable option plan or award) and (ii) the transferee of any Transferable Shares (if other than (A) the Company, any of its Subsidiaries, another Management Investor or Warrant Investor, (B) a transferee in a sale of Transferable Shares made under Rule 144, or (C) a transferee of any Transferrable Shares pursuant to an offer and sale registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article VII hereof and executes a Joinder Agreement and such further documents as may be necessary, in the reasonable judgment of the Company, to make him, her or it a party hereto. (b) Notwithstanding anything in this Article III to the contrary, without the prior written consent of the Silver Lake Investors, no Management Investor may transfer any Securities to any Person (whether or not to a Permitted Transferee) that, in the reasonable judgment of the Silver Lake Investors, (i) is an actual or known potential competitor of the Company or any of its Subsidiaries, (ii) is known, after reasonable inquiry, to be adverse to the interests of the Company or any of its Subsidiaries as a result of a current or former litigation, arbitration, dispute or claim (each of clauses (i) and (ii), a “Competitor”) or (iii) is known to hold (directly or indirectly) more than a 5% ownership interest in any Competitor; provided, however, that this sentence shall not apply to (x) transfers of Transferable Shares pursuant to and in compliance with Section 3.6 or Section 3.7 or (y) a sale of Transferable Shares (including a block transfer) effected via registered public offering or under Rule 144 through a securities exchange or national quotation system or through a broker, dealer or other market maker, in a manner in which the identity of the purchaser, other than the broker, dealer or market maker through...

General Restrictions on Transfers. (a) Except as otherwise provided in this Article 7, and other than Dispositions by a Member to one or more of its Affiliates, (i)(A) NEP Member and its Affiliates holding Class A Units may not Dispose of all or any portion of their Class A Units without Class B Member Approval, (B) prior to [•], 20267. NEP shall not, and shall cause its controlled Affiliates not to, enter into any one or series of related transactions that result in any Person other than NEP, NextEra Energy, Inc., or their Affiliates Controlling the NEP Member (excluding, for avoidance of doubt, any transaction described in clauses (a)(i) through (a)(vii) of the definition of “Change of Control”) without Class B Member Approval, and (C) prior to [•], 20268. NEP Member and its Affiliates holding Class B Units may not Dispose of all or any portion of their Class B Units without Class B Member Approval, unless, in each case, prior to or concurrently with (and conditioned upon) such Disposition, as applicable, as of such time, NEP Member (or its permitted assignee) purchases, pursuant to one or more exercises of the Call Option, NEP Change of Control Option, or Class B COC Option in accordance with Section 7.02, Section 7.03, or Section 7.04, as applicable, all of the Class B Units then outstanding and not held by NEP Member or any of its Affiliates; and (ii) no Class B Member (other than NEP Member and its Affiliates holding Class B Units) may Dispose of all or any portion of its Class B Units prior to the fourth (4th) anniversary ________________________________ 7 To be date that is seventh anniversary of Effective Date. 8 To be date that is seventh anniversary of Effective Date. of the Effective Date without the prior written consent of NEP Member, except Dispositions to one or more of its Affiliates; provided, however, that (1) each Class A Member shall be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class A Units in connection with a Class A Permitted Loan Financing, and each Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that notwithstanding anything in this Agreement to the contrary, (y) neither the foreclosure under such Class A Permitted Loan Financing on pledged Class A Units nor the sale of such Class A Units by a creditor in such Class A Permitted Loan Financing shall be deemed to violate this Section 7.01(a) and (z) any such pledgee or purchaser specified in the f...

General Restrictions on Transfers. Except as otherwise permitted in this Agreement, no Member may make or suffer to be made any transfer of all or any part of that Member’s Units in the Company to any Person. Any purported transfer other than as permitted in this Article IX shall be null and void and shall not be respected in any manner by the Company.

General Restrictions on Transfers. So long as any Class C Units are outstanding, no Member (including, for avoidance of doubt, Canadian Parent) shall Transfer all or any part of the Company Securities at any time directly or indirectly held by such Member except as expressly permitted pursuant to Section 11.1(b) or Section 11.1(c) . No Transfer of, or attempt to Transfer, any Company Securities in violation of the preceding sentence shall be effective or valid for any purpose. In the event of a Transfer of any Class C Units by a holder of Class C Units in violation of this Section 11.1(a), the Company shall have the right to cause a mandatory redemption of the Class C Units so Transferred, on the date as is specified by the Company by written notice to such holder (which such date shall be within thirty days from the date of delivery of written notice to the Managing Member of such Transfer), pursuant to Section 2.6(c) of Schedule B (and such Class C Units shall be deemed the Subject Units), and for greater certainty the holder of such Class C Units shall not have the right to revoke such redemption pursuant to Section 2.5 of Schedule B.

General Restrictions on Transfers. A Member may not Transfer its Units. Any Transfer, attempted Transfer, or purported Transfer in violation of this Operating Agreement’s terms and conditions shall be null and void. It is the intent of the Members that there be an absolute bar on transfer of a Member’s Units and, if this Section 7.01 is construed by any court, law or regulation so as to permit a Transfer, such Transfer shall be an event of dissolution.

General Restrictions on Transfers. For a period of one (1) year from the date hereof, Lenders shall not Transfer the Notes or any Conversion Shares to any Person other than the Borrower or an Affiliate of such Lender. Borrower will not recognize any Transfer of the Notes or any Conversion Shares unless such Transfer is made in full compliance with all provisions of this Section 7 and any other applicable agreements. Any transferee of any Conversion Shares or any interest in or right to acquire Conversion Shares must agree in writing to become a party to, and to be bound by the provisions of, this Agreement. With respect to Transfers permitted pursuant to this Section 7.1 above, each transferee pursuant thereto who is not already a party to this Agreement shall (A) hold any Conversion Shares or any interest in or right to acquire Conversion Shares so transferred subject to the provisions set forth herein and (B) provide a written acknowledgment to Borrower (in form and substance satisfactory to Borrower) setting forth the agreement of such transferee to be bound by the provisions set forth herein.

General Restrictions on Transfers. (a) PRIOR TO THE THIRD ANNIVERSARY OF THE EFFECTIVE DATE. Prior to the third anniversary of the Effective Date, Members may not Transfer Voting Interests or Economic Interests except to other Qualified Members or members of their respective Affiliate Groups, nor shall Indirect Transfers of Interests be permitted except in accordance with the provisions of Section 9.4.

General Restrictions on Transfers. The TMM Holders shall not, directly or indirectly, alone or in concert with others, sell, assign, transfer, pledge, hypothecate, otherwise subject to any lien, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities beneficially owned by them (a “Disposition”), except in accordance with the terms of this Stockholders’ Agreement.