Limitations on Disposition of Company Interests Sample Clauses

Limitations on Disposition of Company Interests. Except as otherwise provided in this Article VIII or in connection with the Closing, Member shall not, directly or indirectly, Dispose of all or any part of its Company Interest or any of its rights or interests under this Agreement unless (i) the transferee is a Qualified Transferee and (ii) it first obtains the prior written consent of the Participant (which consent shall not be unreasonably withheld, delayed or conditioned). In addition, Member shall not Dispose of less than all of its Company Interest.
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Limitations on Disposition of Company Interests. Except for Permitted Dispositions, the Members will not Dispose of all or any part of their Company Interest without obtaining the prior written consent of the other Member, which consent may be given or withheld in the sole and absolute discretion of such other Member. For purposes of this Article 6, any Membership Change in Control shall be deemed a Disposition of such Member’s Company Interest. For purposes of Article 6, all Company Interests held by a Member and its Affiliates shall be aggregated, and such Article shall apply to all such Company Interests as if they were held by MSG Member or Azoff Member, as applicable.
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Limitations on Disposition of Company Interests. Except as otherwise provided in this Article 6, and for Dispositions to Wholly-Owned Affiliates, the Members (other than Cablevision Member and its Successors) will not Dispose of all or any part of their Company Interest without obtaining the prior written consent of the Cablevision Member, such consent not to be unreasonably withheld. It shall, without limitation, be deemed reasonable for Cablevision Member to withhold consent to any Disposition of another Member’s Company Interest (i) if the transferee or an Affiliate thereof is a competitor of Cablevision Member or an Affiliate thereof (in any business conducted by them) or (ii) the entire consideration to be received by the Member in such Transaction is not cash or if all of Tribune’s Company Interest is not being Disposed. Notwithstanding the foregoing, no Member (other than Cablevision Member) shall Dispose of all or any part of its Company Interest to a Person that at the time of the Disposition is not a QIB that is also a QP. Notwithstanding any provision of this Agreement, there shall be no restrictions on Cablevision Member’s or its Successors’ right to Dispose of all or any part of their Company Interest at any time. For purposes of this Article 6, any sale of a Person who directly or indirectly Controls a Member shall be deemed a Disposition of such Member’s Company Interest; provided, that neither a sale of equity of Tribune Company, nor a transaction that results in the sale of all or substantially all of the properties and assets of Tribune Company and its Subsidiaries, shall be deemed a Disposition by Tribune Member of its Company Interest for purposes of this Article 6. For purposes of Sections 6.1 through 6.5, all Company Interests held by a Member and its Affiliates shall be aggregated, and such Sections shall apply to all such Company Interests as if they were held by the Cablevision Member or Tribune Member, as applicable.
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Related to Limitations on Disposition of Company Interests

  • Limitations on Disposition No Grantor will sell, license, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted by the Credit Agreement.

  • Restrictions on Dispositions Shareholder agrees that, from and after the date of this Agreement and through the Effective Time, he or she will not take any action that will alter or affect in any way the right to vote the Shares, except (i) with the prior written consent of Bancorp or (ii) to change such right from that of a shared right of Shareholder to vote the Shares to a sole right of Shareholder to vote the Shares.

  • Restrictions on Disposition The Stockholder hereby agrees, except as permitted in this Section 4(a) and Section 4(b) below, not to directly or indirectly, offer to sell, contract to sell, transfer, assign, cause to be redeemed or otherwise sell or dispose of any of the Parent Shares (collectively a "Disposition") received by the stockholder in connection with the Merger without the prior written consent of Cordiant. Notwithstanding anything to the contrary provided in this Agreement, the Stockholder shall have the right to transfer Parent Shares (i) to any Family Member, (ii) to the trustee or trustees of a trust solely (except for remote contingent interests) for the benefit of the Stockholder and/or one or more Family Members and/or a charitable organization (a "Family Member Trust"), (iii) to a foundation created or established by the Stockholder, or any other charitable organization, (iv) to a corporation of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding capital stock, (v) to a limited liability company of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding membership interests, (vi) to a partnership of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the partnership interests, (vii) to the executor, administrator or personal representative of the estate of the Stockholder or any other Family Member, or (viii) to any guardian, trustee or conservator appointed with respect to the assets of the Stockholder, provided, that in the case of any such transfer, the transferee shall execute an agreement to be bound by the terms of this Agreement (each such transfer, a "Permitted Transfer" and, collectively, the "Permitted Transfers"). For purposes of this Agreement, "Family Member" shall mean (a) the Stockholder's spouse, if living with the Stockholder, (b) any one of the following: the Stockholder's father, mother, issue, brother or sister, and the issue of a brother or sister, and (c) the spouse of any Family Member described in (b) above, if the spouse shall be living with that Family Member. The Stockholder hereby agrees and consents to the entry of stop transfer instructions with Cordiant's transfer agent against the transfer of such Parent Shares except in compliance with this Agreement. Notwithstanding the foregoing, the Stockholder may pledge, hypothecate or otherwise grant a security interest in all or a portion of the Parent Shares beneficially owned by him during the term of this Agreement; provided, however, that any Person receiving such Parent Shares shall be subject to all of the restrictions on Disposition of such Parent Shares imposed by this Agreement to the same extent as the Stockholder.

  • Further Limitations on Disposition The Purchaser further agrees not to make any disposition directly or indirectly of all or any portion of the Shares unless and until:

  • Limitations on Dispositions of Collateral Such Grantor shall not sell, transfer, lease or otherwise dispose of any of the Collateral, except as permitted pursuant to the Credit Agreement and the other Loan Documents.

  • Limitation on Disposition of Property Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

  • Limitations on Asset Sales (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

  • Limitation on Restrictions on Distributions from Restricted Subsidiaries (a) The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

  • Limitations on Distribution Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate Section 17-607 of the Act or other applicable Law.

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