Impermissible Transfer. Any attempted Transfer of Shares not permitted under the terms of this Section 3 shall be null and void, and the Company shall not in any way give effect to any such impermissible Transfer.
Impermissible Transfer. Any attempted Transfer of Shares not permitted under the terms of this Section 3 will be null and void, and the Company will not in any way give effect to any such impermissible Transfer. Notwithstanding any other provision of this Section 3 or otherwise and except as provided in Section 4:
3.4.1 In no event will any Manager be entitled to Transfer his or her Shares (i) to any Person (whether or not to an Affiliate) that in the reasonable judgment of the Majority Investors, exercised in good faith, is a competitor of, or other Person who is adverse to the interests of, the Company or Gymboree or (ii) to any Person who (directly or indirectly) (a) holds an ownership interest in such competitor equal to five percent or more, (b) has invested $5,000,000 or more in such competitor or (c) has designated, or has the right to designate, a member of the board of directors of such competitor, in each case without the approval of the Majority Investors, except, in or following a Qualified Public Offering, in any bona fide underwritten public offering or in any Rule 144 Sale; and
3.4.2 No Manager will be entitled to Transfer Shares at any time if such Transfer would: (i) violate the Securities Act, or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or the Shares; (ii) cause the Company to be required to register Common Stock under Section 12(g) of the Exchange Act; (iii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time; or (iv) be a non-exempt “prohibited transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code.
Impermissible Transfer. The Trustee shall be under no liability to any Person for permitting the Transfer of an Ownership Interest in a Class R Certificate that is in fact not permitted by this Section or for making any payments in respect of a Class R Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the Transfer was made with the express prior written consent of the Servicer. The Trustee shall be entitled but not obligated to recover from any Holder of a Class R Certificate that was in fact not a Permitted Transferee at the time it became a Holder or, at such subsequent time as it became other than a Permitted Transferee, all payments made on such Class R Certificate at and after such time. Any such payments so recovered by the Trustee shall be paid and delivered by the Trustee to the last preceding Permitted Transferee of such Class R Certificate.
Impermissible Transfer. Any attempted Transfer of Shares not permitted under the terms of this Section 3 shall be null and void, and the Company shall not in any way give effect to any such impermissible Transfer. The Company agrees that it will not knowingly or intentionally support, facilitate or cooperate (including by providing due diligence information, making members of management available for meetings or discussions and giving representations, warranties and/or indemnities) with respect to any Transfers by any holder of securities of the Company party to this Agreement or any of its parent entities or subsidiaries which would violate the terms of this Agreement, including restrictions on Transfers to Restricted Persons, Competitors or non-U.S. Persons for purposes of the Federal Communications Laws and Transfers that do not comply with the Change of Control process in Sections 4.7 and 4.8, as applicable. For the avoidance of doubt, any Sponsor Sale or Merger Exit shall be subject to the terms of Section 3.3.2 and 3.3.3.
Impermissible Transfer. Any attempted Transfer of shares of Common Stock (or LTIP Units or Common Units, as the case may be) not permitted under the terms of this Section 6 shall be null and void, and the Company shall not in any way give effect to any such impermissible Transfer.
Impermissible Transfer. Except as provided in (c) below, neither this option nor the rights and privileges conferred hereby, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by an optionee and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.
Impermissible Transfer. Any attempted or purported Transfer of Shares not in compliance with this Agreement shall be null and void ab initio, and the Stockholder attempting or purporting to so Transfer Shares shall have no voting, dividend or other rights with respect to such Shares until such attempted or purported Transfer is cured to the reasonable satisfaction of the Company.
Impermissible Transfer. Subtenant enters into any lease, sublease, assignment or other Transfer of its interest in this Sublease or the Property, or any part thereof, except as expressly permitted by and in accordance with Paragraph 13 above; or
Impermissible Transfer. If any Borrower Transfers or otherwise encumbers any portion of any Property or any interest therein, or any direct or indirect interest in a Borrower, Qualified Equityholder, or Sponsor is Transferred, in each instance, in violation of the provisions of this Agreement and not otherwise consented to by Lender.
Impermissible Transfer. Any attempted Transfer of Units not permitted under the terms of this Article 11 shall be null and void, and the Company shall not in any way give effect to any such impermissible Transfer.
