Common use of Intra-Group Transfers Clause in Contracts

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).

Appears in 1 contract

Samples: Shareholders Agreement (Libbey Inc)

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Intra-Group Transfers. Notwithstanding the foregoing, all, but not less than all, of a ShareholderMember's Joint Venture Interest may be collectively transferred to any member of the Vitro 100% Group (in the case of VitroCrisa) and to any member of the Libbey 100% Group (in the case of LGA3LGA4), 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, Vitrocrisa, and Newco Finance, Finance and an Interest in the LLC 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 VitroCrisa) or to a member of the Libbey 100% Group (in the case of LGA3LGA4) on the same terms as set forth in this SECTION 4.2(i11.2(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).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Libbey Inc)

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 HoldingNewco Finance, Vitrocrisa, Newco FinanceVC Holding, 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).

Appears in 1 contract

Samples: Shareholders Agreement (Libbey Inc)

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Intra-Group Transfers. Notwithstanding the foregoing, all, but not less than all, of a Voting Shareholder's Joint Venture Interest may be collectively 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 Vitrocrisa, 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 this 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).

Appears in 1 contract

Samples: Shareholders Agreement (Libbey Inc)

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