Intra-Group Transfers. Notwithstanding the foregoing, all, but not less than all, of a Shareholder's Joint Venture Interest may be transferred to any member of the Vitro 100% Group (in the case of Vitro) and to any member of the Libbey 100% Group (in the case of LGA3), but only (i) if the transferee is already a party to each of the Joint Venture Shareholders Agreements or shall have first agreed to adhere to and be bound by the provisions of each of the Joint Venture Shareholders Agreements by executing and delivering in favor of the other parties to each of the Joint Venture Shareholders Agreements an undertaking to the intent and with the effect that from the date of such undertaking, or, if later, the date of the transfer, the transferee shall become a party to each of the Joint Venture Shareholders Agreements, in place of the transferor, to the extent that the transferor ceases to hold shares in VC Holding, Vitrocrisa, Newco Finance, and the LLC as a result of such transfer; and (ii) on terms that the transferee shall re-transfer the relative Joint Venture Interest to a member of the Vitro 100% Group (in the case of Vitro) or to a member of the Libbey 100% Group (in the case of LGA3) on the same terms as set forth in SECTION 4.2(i), prior to such transferee ceasing to be a member of the Vitro 100% Group or the Libbey 100% Group (as the case may be).
Intra-Group Transfers. (a) JV Shares may be Disposed of (and JVC 1 Shares and JVC 2 Shares may separately be Disposed of) at any time if each of the following is satisfied (and the remainder of this clause 11.4 is complied with):
Intra-Group Transfers. Subject to the BEE Undertakings and subject to any such statutory, governmental or regulatory approval as may be required, any Shareholder shall be entitled, at any time, to Dispose of all of its Shares in a Company and Corresponding Loan Account to any wholly-owned Subsidiary of such Shareholder (“Transferee”) without first offering such Shares and Corresponding Loan Account to the other Shareholders in accordance with 11 and on the basis that the provisions of 12 shall not be applicable; provided that –
Intra-Group Transfers. Subject to Section 8.02(l) of the Purchase and Contribution Agreement, each Member shall have, and at all times retain the right to Transfer, all or any portion of such Member’s Membership Interests, and the rights granted under this Agreement relating to such Member, to such Member’s wholly-owning ultimate parent entity or to any direct or indirect wholly-owned Subsidiary of such Member’s wholly-owning ultimate parent entity (each, a “Permitted Transferee”); provided, that if any Permitted Transferee ceases to be such a wholly-owned Subsidiary, it shall no longer be a Permitted Transferee hereunder and all of its Membership Interests, if any, shall be deemed to have been Transferred back to such Member for all purposes hereunder.
Intra-Group Transfers. No shares of Stock may be Transferred by any Stockholder (including, without limitation, by the estate of such Stockholder) to any other person or entity in a transaction that constitutes an Intra-Group Transfer unless such other person or entity, prior to such Transfer, agrees in writing by execution and delivery to each of MB, the Voting Representative and the Successor Voting Representative of a counterpart of this Agreement or similar instrument, in form and substance reasonably satisfactory to each of MB, the Voting Representative and the Successor Voting Representative, to become subject to all the terms and conditions hereof as to the shares of Stock made subject hereto and be considered a “Stockholder” holding “Stock” hereunder for all purposes hereunder.
Intra-Group Transfers. The Company has not acquired any asset (past or present) from any other company then belonging to the same group of companies as the Company within the meaning of section 170 TCGA or from an associated company as defined in section 774(4) ICTA.
Intra-Group Transfers. Any Shareholder belonging to NSC Group, T/T Group or CEU Group may Transfer all or any portion of its Registered Shares to any other Shareholder belonging to the same Group as such Shareholder; provided that the Transferring Shareholder shall give to the other Shareholders and Usiminas written notice of the intended Transfer no later than five (5) days prior to the intended Transfer.
Intra-Group Transfers. The Company has not acquired any asset other than trading stock from any other company belonging at the time of acquisition to the same group of companies as the Company within the meaning of section 170 of TCGA and no member of any group of companies of which the Company is or has at any material time been the principal company (as defined in section 170(2)(b) of TCGA) has so acquired any asset. INHERITANCE TAX
Intra-Group Transfers. 15.6.1 The Parties have agreed that any Disposition to the Group Member during the Lock- up Period under the terms of this Section 15.6 is not subject to the Pre-emption Right, the Tag-along Right and consent of the other Party according to Section 15.1.1 hereof, provided that a Change of Control does not occur as a result of such Disposition to the Group Member.
Intra-Group Transfers. 10.1 In this clause 10, a "Retransfer Event" shall occur in relation to a Transferee (as defined below) if and immediately upon the occurrence of any of the following matters, facts, event or circumstances: (i) if clauses 3.3.1.4, 7.1, 7.2, 7.3 and/or 8.2 are or become operative (or would apply on the giving of a notice) in respect of the Transferee and/or the Transferred Shares (as defined below) but would not be so operative if the Transferred Shares were held by the Transferor (as defined below); and/or (ii) the Transferee ceases to be a wholly- owned subsidiary of the Transferor and/or the Transferor ceases to be the sole beneficial owner (directly or indirectly) of all Distributions effected by such Transferee).
