Intra-Group Transfers. Notwithstanding the foregoing, all, but not less than all, of a Member's Joint Venture Interest may be collectively transferred to any member of the Vitro 100% Group (in the case of Crisa) and to any member of the Libbey 100% Group (in the case of LGA4), 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 Vitrocrisa, VC Holding, and Newco Finance and an Interest in the Company 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 Crisa) or to a member of the Libbey 100% Group (in the case of LGA4) on the same terms as set forth in this SECTION 11.2(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):
(1) the Disposal consists of:
(A) in relation to JVC 1 Shares held by Boral Holder 1, the sale, transfer or assignment of its entire interest in all (but not some only) of its JVC 1 Shares to a transferee that is a Wholly Owned Subsidiary of Boral Guarantor;
(B) in relation to JVC 2 Shares held by Boral Holder 2, the sale, transfer or assignment of its entire interest in all (but not some only) of its JVC 2 Shares to a transferee that is a Wholly Owned Subsidiary of Boral Guarantor; or
(C) in relation to JV Shares held by USG, the sale, transfer or assignment of its entire interest in all (but not some only) of its JVC 1 Shares or its JVC 2 Shares (or both) to a transferee that is a Wholly Owned Subsidiary of USG Guarantor; and
(2) the Disposal has been approved by the other Shareholder (being USG where clause 11.4(a)(1)(A) or 11.4(a)(1)(B) applies and Boral where clause 11.4(a)(1)(C) applies), such approval not to be unreasonably withheld or delayed where:
(A) the Disposal does not adversely affect such other Shareholder’s risk or cost profile in relation to its interest in the JV Group (having regard in particular to the identity of the acquiring entity and its jurisdiction of incorporation); and
(B) in the case of a proposed sale, transfer or assignment of USG’s JVC 1 Shares only (or its JVC 2 Shares only) this agreement has been amended to the extent necessary to reflect that two separate USG entities will be holding JV Shares (with approval of either party to such amendments not to be unreasonably withheld or delayed).
(b) Before any sale, transfer or assignment is effected in reliance on clause 11.4(a) the existing holder of the relevant JV Shares (the Transferor) must ensure that the proposed buyer, transferee or assignee transferee (the Transferee) enters into an Adherence Deed agreeing to be bound by this agreement as if named as a party (and specifically as if named as ‘Boral Holder 1’, ‘Boral Holder 2’ or ‘USG’, as the case may be).
(c) Subject always to clause 11.4(d) a Transferee under this clause 11.4 may itself subsequently sell, transfer or assign its JV Shares (or its JVC 1 Shares or JVC 2 Shares) under this clause to a Wholly Owned Subsidiary of its Parent, provided the requirements of clauses 11.4(a) and 11.4(b)are satisfied.
(d) A Tr...
Intra-Group Transfers. Save as Disclosed in the Disclosure Letter, 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 the TCGA.
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 –
10.3.1 prior to such Disposal, the disposing Shareholder shall have been appointed in writing as the sole and exclusive agent and attorney in rem suam of the Transferee to perform all of the duties and exercise all of the rights of the Transferee in relation to this Agreement, the other Shareholders and such Company, to the exclusion of all other Persons (including the Transferee);
10.3.2 the disposing Shareholder shall be deemed to have bound itself in favour of the other Parties as surety for and co-principal debtor in solidum with the Transferee for all of the obligations of the Transferee under this Agreement (including the written undertaking referred to in 10.3.3) and, without limiting the foregoing, the disposing Shareholder further undertakes to procure compliance by the Transferee with its obligations under this Agreement;
10.3.3 prior to such Disposal, the disposing Shareholder delivers to the other Parties a written undertaking from the Transferee in which the Transferee has undertaken to accede to and agreed to be bound by the Australian Shareholders’ Agreement (on the basis and in the form required under the Australian Shareholders’ Agreement) and to -
10.3.3.1 be bound by and comply with all the provisions of this Agreement, and it appoints a Domicilium for the purposes of this Agreement; and
10.3.3.2 transfer the beneficial ownership of its Shares and Corresponding Loan Account back to the disposing Shareholder (or to any other Entity which would qualify as a Transferee to which the disposing Shareholder would be entitled to Dispose of such Shares in terms of this 10.3) in the event of the Transferee ceasing to be a wholly-owned Subsidiary of the disposing Shareholder for any reason whatsoever, failing which the Transferee shall be deemed to have made an offer in terms of 14.1.3.
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. None of the Companies has acquired any asset other than trading stock from any other company belonging at the time of acquisition to the same group of companies as such Company within the meaning of section 170 of TCGA and no member of any groups of companies of which that 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. 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 AB, 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 AB, 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. At any time after the date of this Agreement, each Shareholder may transfer to one or more wholly-owned members of its Group (the "Intra Group Transferee") all of its Shares and the relevant Shareholder shall provide notice to the other Shareholders immediately upon any such transfer, provided that if following the transfer the Intra Group Transferee ceases to be a wholly-owned member of the relevant Shareholder's Group, the relevant Shareholder shall give notice to the Qualifying Shareholders any of whom shall have the right to require the Shares to be transferred back to the Shareholder or a wholly-owned member of its Group within 30 Business Days of the relevant Qualifying Shareholder's notice.
Intra-Group Transfers. Any Shareholder belonging to any of the NSSMC Group, the T/T Group or the PU 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 consummation of the intended Transfer.
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.
