No Other Transfers. Subject to sub-Clauses 3.3 to 3.5 above and sub-Clause 3.7 below, transfers of Securities represented by a Global Certificate shall be limited to transfers of all but not some of such Securities to nominees of DTC, to a successor of DTC, such successor’s nominee, or such depositary other than DTC (or a nominee thereof) as the Issuer may designate.
No Other Transfers. For the avoidance of doubt, no Group Member shall be obligated to transfer any infrastructure, equipment, machinery, fixture, contract, agreement, permit, license or any other asset that is not solely related to ATB Phase 2, including, without limitation, any such asset that is used or useful, whether in whole or in part, in respect of any other aspect of ATB’s business.
No Other Transfers. Other than pursuant to Section 5.2, except with the prior written consent of the other Shareholder, which may be withheld in its absolute discretion, neither Shareholder shall be permitted to Transfer any Shares to any Third Party.
No Other Transfers. Except as specifically provided in this section, Recipient shall not distribute, sell, lend or otherwise make available or transfer to a person other than the Recipient’s Scientist or an entity not party to this MTA, the Material, for any reason, without Imanis’ prior written agreement. Recipient assumes all risk and responsibility in connection with the receipt, handling, storage, disposal, transfer, and Recipient’s and its Transferees’ use of, the Material including without limitation taking all appropriate safety and handling precautions to minimize health or environmental risk.
No Other Transfers. Prior to the occurrence of any Change of Control, Purchaser shall not Transfer any Starz Exchange Shares, and the Stockholders shall not Transfer any LGF Exchange Shares, unless it has first complied with the provisions of this Section 3.6. Notwithstanding the foregoing, the Parties shall be permitted to make Permitted Transfers, subject to the requirements of Section 3.7.
No Other Transfers. A Limited Partner shall not Transfer any interest or right in or to the Units (save as provided for in Section 10.5, or after complying with Section 10.7), without having obtained the prior written consent of all the Limited Partners. Notwithstanding the foregoing:
(a) no Limited Partner may Transfer its Units before the Substantial Completion Date;
(b) a Limited Partner may Transfer all or part of its Units, without the consent of the other Limited Partner, for the sole and exclusive purpose of providing security in connection with obtaining financing related to the Kami Project from a bona fide arm’s length third party lender, including security in connection with obtaining financing to meet its obligations pursuant to a Call for Contributions; and
(c) no Transfer occurs or is deemed to have occurred for the purposes of this Agreement, and the provisions of Section 10.7 will not apply, in the event of a Change of Control of a Limited Partner which is a publicly listed entity.
No Other Transfers. Except as provided in this section or otherwise in this Agreement, neither party may transfer an interest in the Property or this Agreement without the written consent of the other party.
No Other Transfers. Except for (x) the payment of the Accounts Receivable Primary Repayment Amount pursuant to Section 5.2(a) and (y) the payment of the Accounts Receivable Costs and Expenses Payment Amount pursuant to Section 5.2(b), Transnational will not take any cash or other material consideration from Spitz prior to Closing. The parties agree that, for Tax purposes, the payment of the Accounts Receivable Primary Repayment Amount and the Accounts Receivable Costs and Expenses Repayment Amount as contemplated by this Section 5.2 shall be treated as an event independent and separate from the exchange of Spitz Stock for E&S Stock as contemplated hereby, and that they will take no action inconsistent with the position that the transfer of the Accounts Receivable Primary Repayment Amount and the Accounts Receivable Costs and Expenses Repayment Amount shall be treated as partial repayment of the outstanding accounts receivable payable to Transnational by Spitz. The parties hereto agree and acknowledge that the portion of the accounts receivable payable by Spitz to Transnational remaining as of the Closing after giving effect to the payment of the Accounts Receivable Primary Repayment Amount (including any portion that is paid by the issuance of additional shares of E&S Stock in accordance with Section 1.7) and the Accounts Receivable Costs and Expenses Repayment Amount shall be automatically contributed to the capital of Spitz by Transnational immediately prior to the Closing (and, for the avoidance of doubt, prior to the effectiveness of the Cross Release). Such contribution to capital shall be documented in writing in a form reasonably satisfactory to E&S.
No Other Transfers. Prior Grants; Removal of Restrictions.
(a) Subject to compliance with Section 4.2, any IP not allocated or assigned by one Party to the other in accordance with this ARTICLE II shall remain the property of the Party holding legal title to such IP as of the Separation Date.
(b) SSI acknowledges and agrees that the foregoing assignments are subject to any and all licenses or other rights that may have been granted by LSI Logic or its Subsidiaries with respect to the SSI Patents or other SSI IP prior to the Separation Date. LSI Logic shall respond to reasonable inquiries from SSI regarding any such prior grants.
(c) To the extent any IP to be transferred cannot be transferred because it is Excluded IP due to a Restriction, the Parties will use reasonable efforts to remove that Restriction; provided that neither Party will be required to pay any material consideration (monetary or non-monetary) to any third party to remove such Restriction.
No Other Transfers. A Stockholder shall not sell, assign, transfer, grant an option to or for, pledge, hypothecate, mortgage, encumber or dispose of all or any of his or its shares of capital stock of the Company except as expressly provided in this Agreement. If a Stockholder becomes obligated to sell to a Venture Stockholder any Shares as a Selling Stockholder under this Agreement and fails to deliver the Shares in accordance with the terms of this Agreement, such Venture Stockholder may, at its option, upon ten days' prior written notice to the Company and the Selling Stockholder, in addition to all other remedies it may have, send to the Company for the benefit of the Selling Stockholder the purchase price for such shares as is herein specified. Thereupon, the Company upon written notice to the Selling Stockholder shall (a) cancel on its books the certificate(s) representing the shares to be sold, (b) issue, in lieu thereof, in the name of such Venture Stockholder(s), a new certificate(s) representing such shares, and (c) pay or tender the proceeds paid by the Venture Stockholder to the Selling Stockholder, and thereupon all of the Selling Stockholder's rights in and to such shares shall terminate. The Company may exercise a similar remedy in enforcing its rights under Section 3.1. If a Selling Stockholder transfers any shares to a Proposed Transferee in violation of this Agreement, the Company may, at the election of a majority of the disinterested members of the Company's Board of Directors, cancel on the books of the Company any shares of capital stock then held by such Proposed Transferee and compel such Selling Stockholder to purchase from the Proposed Transferee the shares of capital stock so transferred in violation of this Agreement.
