Indirect Transfer Clause Samples

The Indirect Transfer clause governs situations where ownership or control of a party’s interest in an agreement is transferred not directly, but through changes in the ownership of a parent or related entity. This clause typically applies when a party undergoes a merger, acquisition, or internal restructuring that results in a change of control, even if the agreement itself is not formally assigned. Its core function is to prevent parties from circumventing restrictions on assignment or transfer by using indirect means, thereby ensuring that all significant changes in control are disclosed and subject to the same scrutiny as direct transfers.
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Indirect Transfer. The Parties hereby agree that any type of indirect Transfer of Shares, such as, without limitation, those performed in connection with a merger (including merger of shares), spin-off, amalgamation or sale of parent companies shall be considered as a Transfer subject to the restrictions set forth in this Article 6, Article 7 and Article 8 herein, except as otherwise provided for in this Agreement.
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Indirect Transfer. No Indirect Transfer in respect of a Class A Member shall occur, and no Class A Member shall cause or permit such an Indirect Transfer to occur in respect of such Class A Member, without the prior written consent of the Class B Member. If, any such Indirect Transfer occurs with respect to any Class A Member in violation of this Section 3.7 and such Indirect Transfer has not, to the reasonable satisfaction of the Class B Member been cured or reversed or has not otherwise ceased to exist within ten (10) days following the earlier to occur of (i) the applicable Class A Member becoming aware of the occurrence of such Indirect Transfer or (ii) notice of such Indirect Transfer being provided to such Class A Member by the Company or the Class B Member, then such Class A Member shall, effective as of the occurrence of such Indirect Transfer, constitute a “Breaching Class A Member” for purposes of this Agreement. In consideration for the benefits provided to each Class A Member through its ownership of the Class A Units owned by it and its rights under this Agreement, the receipt and sufficiency of which are each hereby irrevocably acknowledged, each Class A Member agrees that if such Class A Member in the future constitutes a Breaching Class A Member, then from and after the occurrence of the Indirect Transfer that causes such Class A Member to constitute a Breaching Class A Member, it shall have irrevocably surrendered its Class A Units pro rata to limited partners holding “Class A Units” (as defined in the Partnership Agreement) of the Partnership. For purposes of clarity, in the event an “Indirect Transfer” occurs pursuant to the Stockholders Agreement and such event would constitute an Indirect Transfer hereunder and notice of such event is provided to the Class A Member or its Affiliates pursuant to the Stockholders Agreement, such notice shall also constitute notice of an Indirect Transfer for purposes of this Section 3.7.
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Indirect Transfer. During the Lock-Up Period, any transfer of any share or other voting securities resulting in any change in the control, directly or indirectly, of Keystone or of any other person having control, directly or indirectly, over Keystone shall be deemed as being an indirect Transfer of the Restricted Shares held by Keystone, and the provisions of this Agreement that apply in respect of Transfers of Shares shall thereupon apply in respect of the Restricted Shares so held by Keystone.
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Indirect Transfer. At any time prior to the consummation of an Initial Public Offering, (i) Onex shall not (A) suffer or permit any member of the Onex Group to cease to be Controlled by Onex as long as such member holds any Shares or Common Stock Equivalents, or (B) permit any Person (other than a member of the Onex Group) who does not own an interest in Onex Cinema as of the date hereof to acquire an interest in Onex Cinema after the date hereof and (ii) Oaktree shall not (A) suffer or permit any member of the Oaktree Group (other than a fund or account managed by Oaktree) to cease to be Controlled by Oaktree as long as such member holds any Shares or Common Stock Equivalents or (B) permit any Person (other than a member of the Oaktree Group) who does not own an interest in OCM as of the date hereof to acquire an interest in OCM after the date hereof.
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Indirect Transfer. A Change of Control of a Partner shall be deemed to be a “Transfer” of such Partner’s Partnership Interest for the purposes of this Agreement and such deemed Transfer shall be subject to the restrictions on Transfers set forth in the Agreement, including those set forth in Sections 13.3, 13.4 and 13.7 Notwithstanding the foregoing, any take-over, amalgamation, plan of arrangement or other similar transaction in respect of any such Person which is a publicly traded entity shall not constitute a Transfer for the purposes of this Agreement; provided that, in the event that a third-party purchaser acquiring Control of New Gold, or any publicly-traded successor thereof, is not a Pre-Approved Purchaser, OTPP shall have the right to sell, and such Person shall be obligated to purchase, all, but not less than all, of OTPP’s Partnership Interests at a cash purchase price equal to the greater of: (i) an amount that results in [Internal rate of return calculation redacted]; and (ii) an amount equal to the FMV of the Partnership Interests as determined by a Third Party Valuator.
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Indirect Transfer. The Parties to the Agreement agree that the Transfer restrictions in this Agreement and in the Charter Documents shall not be capable of being avoided by the holding of Equity Securities indirectly through a company or other entity, the shares of which company or entity can itself be transferred in order to Transfer an interest in the Equity Securities that would otherwise be prohibited by this Agreement.
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Indirect Transfer. No Company Entity owns any property of a character, the indirect transfer of which pursuant to this Agreement would give rise to material documentary, stamp or other transfer Tax.
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Related to Indirect Transfer

  • Asset Transfer As consideration for the indemnity reinsurance of the General Account Liabilities by Reinsurer hereunder, Cedent hereby agrees to transfer to Reinsurer in accordance with the terms of the Acquisition Agreement (i) investment assets having a statutory statement carrying value on the books of Cedent equal to (a) the General Account Liabilities as of the close of business on the last day of the month preceding the month in which the Effective Date falls plus (b) the amount of the participating surplus with respect to the Coinsured Contracts as of such date less (c) the amount of any contract loans under the Coinsured Contracts as of such date and less (d) the amount of the General Account Other Insurance Assets as of such date and (ii) the General Account Other Insurance Assets as of the close of business on the last day of the month preceding the month in which the Effective Date falls. As additional consideration for the assumption of the General Account Liabilities by Reinsurer, Reinsurer shall be entitled to 100% of all premiums, deposits and other considerations to the extent received on or after the Effective Date by Cedent or Reinsurer with respect to the general account portion of the Coinsured Contracts net of reinsurance premiums and all other amounts payable on or after the Effective Date with respect to the Outward Reinsurance. Cedent shall promptly remit to Reinsurer (but in no event later than 72 hours following the receipt of any such premiums, deposits and other considerations) any such amounts received by it in respect of any of the Coinsured Contracts and hereby assigns to Reinsurer all of its rights to such premiums, deposits and other considerations payable to Cedent.

  • Permitted Transfer Notwithstanding anything in this Article 5 to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).

  • Qualified Transferee Any Transfer of a Partnership Interest shall be made only to a single Qualified Transferee; provided, however, that, for such purposes, all Qualified Transferees that are Affiliates, or that comprise investment accounts or funds managed by a single Qualified Transferee and its Affiliates, shall be considered together to be a single Qualified Transferee; and provided, further, that each Transfer meeting the minimum Transfer restriction of Section 11.3.A(4) hereof may be to a separate Qualified Transferee.

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.