Indirect Transfers. If an Interest is at any time held by a Member that is a partnership, corporation, limited liability company, trust or other person, any Transfer of a direct or indirect ownership interest in such Member shall be deemed a Transfer of the Interest of such Member and subject to the provisions of Section 10.2, except as expressly provided in Section 10.2(e) or (f) or in the definition of “Transfer.”
Indirect Transfers. The parties each acknowledge and agree that each Member shall not, for so long as it holds Units, without the prior written consent of the Managing Member, directly or indirectly (x) issue new equity of itself or equity-like rights, options, warrants or other rights to acquire equity or equity-like rights or any economic rights (including debt) of itself to any Person except to its initial owners or its Permitted Transferees or Permitted Transferees of its initial owners or (y) permit any Transfer of the membership and/or economic interests in itself and/or equity interests or economic rights (including debt) of itself other than to its Permitted Transferees or as permitted by Section 7.3.
Indirect Transfers. Each Shareholder acknowledges, agrees and shall procure that the provisions of Sections 5.1, 5.2, 5.4, 5.7, and 5.9, shall apply, mutatis mutandis, to any Transfer of any Interest held by either Group in any Person (irrespectively whether such Person is also a Shareholder), the assets of which consist, now or at the time of the transfer, exclusively or virtually exclusively of, directly or indirectly, Company Shares.
Indirect Transfers. In the case of an indirect Transfer of Units, (A) the right of first offer provided for under Section 11.6 hereof shall apply to all of the Units held by the Member (versus only the Offered Units ), and (B) the burden is on the Member with respect to whom there is a Transfer to construct a transaction in which the Units are separately priced in order to determine whether the requirements of Sections 11.6 hereof and this Section 11.7 have been met.
Indirect Transfers. (1) A Transfer of the units or other equity interest in a Shareholder or in any Person that directly or indirectly holds units or other equity interests in such Shareholder (other than an Upstream Pledge or Upstream Realization or as permitted pursuant to Section 6.10(2)) shall not constitute a Transfer by the Shareholder of its Shares provided that (a) where the Shareholder is Pattern, that after such Transfer, PEGI continues to ultimately Control Pattern (or its Permitted Transferee), and (b) where the Shareholder is PSP, that after such Transfer, Public Sector Pension Investment Board continues to ultimately Control PSP (or its Permitted Transferee).
(2) For certainty, a Transfer of the units or other equity interests in PEGI or Public Sector Pension Investment Board or their respective direct and indirect owners shall not constitute a Transfer for purposes of this Agreement.
Indirect Transfers. Notwithstanding anything to the contrary herein, if any Member is an entity that was formed solely for the purpose of acquiring an Interest or that has no substantial assets other than an Interest, such Member agrees that (a) its common stock, membership interests, partnership interests or other equity interests (and common stock, membership interests, partnership interests or other equity interests in any similar entities controlling such Member) will note the restrictions contained in this Article 9 and (b) no common stock, membership interests, partnership interests or other equity interests of such Member may be Transferred to any Person other than in accordance with the terms and provisions of this Article 9, as if such common stock, membership interests, partnership interests or other equity interests were Interests and the holders thereof were Members.
Indirect Transfers. (a) If any holder of Units or any Parent of a holder of Units proposes to effect a transaction or series of transactions that would result in a Change in Control of such holder of Units or any such Parent (such transaction, an “Indirect Parent Transfer”), then, unless the Board approves such Indirect Parent Transfer by unanimous consent, such holder of Units (the “Subject Company”) or its Parent shall give written notice to the other Class A Limited Partners (“IPT Notice”) at least thirty (30) days prior to the consummation of such Indirect Parent Transfer (or such shorter period as is agreed by the relevant parties), stating the desire of such holder of Units or such Parent to effect such Indirect Parent Transfer, the identity of the other party to such transaction (the “Offeror”), the interest to be transferred, and all other material terms and conditions of such transaction, including a description of purchase price allocation. Upon an Indirect Parent Transfer:
(i) first, each Class A Limited Partner receiving the IPT Notice (each, an “IPT Notice Recipient”), or, if an IPT Notice is not delivered in violation of this Section 3.10(a) and an Indirect Parent Transfer otherwise occurs with respect to a holder of Class A Units, then any other Class A Limited Partner, upon obtaining actual knowledge of such Indirect Parent Transfer, shall have the right to purchase all, but not less than all, of the Units held by the Subject Company for an amount equal to the implied value per Unit allocated to such Units by the Offeror, or if no such allocation is made by the Offeror, the fair market value of such Units (the “IPT Transaction Value”) (provided if any other IPT Notice Recipient or Class A Limited Partner also exercises its right to purchase, each exercising IPT Notice Recipient and each exercising Class A Limited Partner will have the right to purchase its pro rata portion of the Units being sold in the proportion that the Class A Units held by such IPT Notice Recipient or such Class A Limited Partner bears to the Class A Units held by all exercising IPT Notice Recipients and all exercising Class A Limited Partners, for an amount equal to the IPT Transaction Value of such Units); or
(ii) if no Class A Limited Partner exercises the rights under clause (i) above, then each Class A Limited Partner, each at its own option, may sell to the Subject Company, and the Subject Company shall have the obligation to purchase, all, but not less than all, of the Units held b...
Indirect Transfers. No Investor shall permit a direct or indirect equity holder to Transfer any direct or indirect equity interests in such Investor (other than Transfers of equity interests of (i) Ares Corporate Opportunities Fund II, L.P. or any of its affiliated investment funds (or the general partners thereof), (ii) Providence Equity Partners VI International, L.P. or any of its affiliated investment funds (or the general partners thereof), or (iii) Xxxxx Corporation) in a Transfer of a type that would be subject to this Section 4.1 if such Transfer involved a Transfer of Shares by such Investor (any such Transfer of any such equity interests, an “Indirect Transfer”), unless such Investor causes to be provided to each other Investor “rights of first offer” and “tag along” rights with respect to such Indirect Transfer that are substantially equivalent to the “rights of first offer” and “tag along” rights set forth in this Section 4.1 and Section 4.2 and subject to obligations and other terms and conditions that are substantially equivalent to those set forth in this Section 4.1 and Section 4.2.
Indirect Transfers. (a) Upon the occurrence of any Indirect Transfer of the shares of Preferred Stock and/or Common Stock held by a Stockholder (any such Stockholder is hereinafter referred to as a “Indirect Transferee”), the Indirect Transferee shall give written notice (the “Indirect Transfer Notice”) to the Company and the Preferred Stockholders stating that an Indirect Transfer has occurred and specifying the number of shares of Preferred Stock or Common Stock held by the Indirect Transferee (the “Indirect Transfer Shares”). Within twenty (20) business days following its receipt of the Indirect Transfer Notice, the Company shall determine the Fair Market Value (as defined below) of each share of Preferred Stock and/or Common Stock, as applicable, covered by the Indirect Transfer Notice and notify the Indirect Transferee and the Preferred Stockholders of its determination.
(b) For purposes of calculating the Fair Market Value of the Indirect Transfer Shares, the “Fair Market Value” per share shall be determined in good faith by the Board of Directors (other than those directors, if any, affiliated with or nominated by the Indirect Transferee) as of the date of the Indirect Transfer and in making such determination it shall not give consideration to any discount related to shares representing minority interest or related to any illiquidity or lack of marketability of shares arising from restrictions on transfer under applicable federal or state securities laws, but shall take into consideration the rights and preferences of the Preferred Stock and/or Common Stock, as applicable, held by such Indirect Transferee. If the Indirect Transferee disagrees with such determination of Fair Market Value for either or both of the Preferred Stock or the Common Stock (each, a “Value Dispute”), the Indirect Transferee shall provide written notice to the Company thereof within five (5) business days after delivery of the Company’s determination, and the Fair Market Value per share of the Preferred Stock and/or Common Stock, as the case may be, shall be determined by the following procedures. Each of the Company and the Indirect Transferee shall appoint an independent appraiser, each of whom shall independently determine the Fair Market Value per share of the Preferred Stock and/or Common Stock, as the case may be (the “Appraised Values”). If the higher of the Appraised Values with respect to the Preferred Stock or the Common Stock is not more than 25% higher than the lower of the Appraised...
Indirect Transfers. Subject to Section 9.8, the provisions of Sections 9.1, 9.2, 9.3, 9.5, 9.6 and 9.7 (the "Specified Restrictions") shall apply to Indirect Transfers of Interests to the same extent that they apply to direct Transfers of Interests except as otherwise provided in this Section 9.4 or elsewhere in this Agreement.
