No Transfer of Interests Sample Clauses

No Transfer of Interests. (a) Any (i) direct or indirect change of Control of any Party (whether voluntary or by operation of law), (ii) sale, transfer or other disposition of all or substantially all of the assets of any Party or (iii) except as provided in Section 22.2 or Section 22.3, assignment, transfer or other disposition of, whether to one or more assignees or transferees, all or any portion of any Party’s rights, interests or obligations under this Agreement (each of the foregoing, a “Transfer”), shall require the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned when viewed in light of all reasonable considerations, including the security or other financial assurances to be provided by or on behalf of any proposed successor or assign (including the net worth and creditworthiness of the issuer); provided that any direct or indirect transfer of securities or other ownership interests in a Party to the Party’s Affiliate shall not be considered a Transfer for the purposes of this Section 22.1 and shall not require consent. Any Transfer in contravention of this Article XXII shall be null and void. (b) If Owner consents to a Transfer by Distribution Company pursuant to this Section 22.1, then, upon such Transfer, including (i) the assumption, in writing by the transferee, of Distribution Company’s obligations under this Agreement with respect to the Transferred portion of this Agreement, which assumption is not subject to conditions that have not been satisfied or waived, and (ii) delivery to Owner of any replacement security or other financial assurances to be provided by or on behalf of such transferee, then, provided that a Distribution Company Default shall not have occurred and be continuing, (x) the obligations of Distribution Company shall terminate to the extent of the Transferred portion of this Agreement, and Distribution Company shall be fully, finally and unconditionally released from all liability associated therewith to the extent of the Transferred portion of this Agreement, and (y) at the request of Distribution Company Owner shall execute and deliver to Distribution Company a full, final, and unconditional release of any Credit Support or guarantees provided by Distribution Company, in such form as Distribution Company may reasonably request, with respect to the Transferred portion of this Agreement. (c) If Distribution Company consents to a Transfer by Owner pursuant to this Section 22.1, then, u...
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No Transfer of Interests. 9.1.1 Except as expressly permitted or contemplated by this Agreement, no Member may sell, assign, give, hypothecate, pledge, encumber or otherwise transfer ("TRANSFER") all or any portion of its Interest, whether directly or indirectly, without the written consent of the other Members. 9.1.2 Any Transfer by a Member of its Interest in contravention of this Article 9 shall be null and void. No Member shall withdraw from the Company except in connection with a Permitted Transfer or in accordance with Section 3.4.
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No Transfer of Interests. The Equityholder will not transfer any of the Equity Interests of the Borrower nor permit any Equity Interests of the Borrower to be subject to a Lien.
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No Transfer of Interests. 6.1. Confidential Information shall at all times remain the property of the Disclosing Party. Without limitation of the foregoing, UCAL Technology shall at all time remain the property of UCAL or UCAL's customer, as the case may be. This Agreement shall not serve (a) to grant or to convey to Recipient any right or license to use any Confidential Information or UCAL Technology of the Disclosing Party, whether patentable or not; (b) to grant Recipient the right to use or practice inventions, methods, compositions, products or patents except as provided in this Agreement; or (c) to place either party under any obligation to enter into any further agreement, except as in such party’s sole discretion shall seem advisable.
Sample 1
No Transfer of Interests. (a) Except as expressly permitted or contemplated by this Agreement, no Member may sell, assign, give, hypothecate, pledge, encumber or otherwise transfer ("Transfer") all or any portion of its Interest, whether directly or indirectly, without the written consent of the other Members (which may be withheld or granted in the sole discretion of such other Members).
Sample 1
No Transfer of Interests. Except pursuant to a corporate reorganization of one of the Members, no Member shall transfer, encumber, mortgage, pledge, or create a security interest in all or any part of its Percentage Interest in the Company unless approved by all the Members. Any purported Transfer of a Percentage Interest shall be null and void and of no effect.
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No Transfer of Interests. The Purchaser will not pledge, assign, encumber, or otherwise transfer any interest in the Interests until the Second Payment Amount has been paid in full by the Purchaser, and the stock certificates transferring the Interests shall bear a restrictive “legend” to this effect. If the Purchaser elects to exercise the Option and to pay for such exercise by the issuance of Preferred Stock, then the limitation of this Section 4.3 will continue until all Preferred Shares have been redeemed.
Sample 1
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No Transfer of Interests. From and after the Effective Date and until Closing or any earlier termination of this Agreement, provided that no Purchaser Parties Default shall be continuing, the Seller Parties shall not, except as permitted under Section 2(e) in connection with the Roll-Over Option and under Section 12(k) in connection with a transfer of Target Interests to MezzCo, transfer, sell, pledge or assign any Target Interests held by the Seller Parties and shall cause the Target Parties to not transfer, sell, pledge or assign any membership interests in OwnerCo LLC or LeaseCo LLC held by the Target Parties; provided, however, that any Seller Party shall be permitted to transfer, sell or assign all or any portion of the Target Interests held by it to any other Seller Party or any wholly-owned subsidiary of a Seller Party, provided that no such transfer, sale or assignment shall relieve the transferring, selling or assigning Seller Party from its obligations hereunder. In the event any such transfers described in this Section 12(j) are completed, the Seller Parties shall be permitted to update the representations and warranties herein set forth as appropriate to give effect to such transfer.
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No Transfer of Interests. No Employee Member or Management Member may Transfer its Employee Interest or Management Interest, as the case may be, except with the consent of a Required Vote.
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Related to No Transfer of Interests

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Transfer of Interest The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

  • No Transfer of Shares Each of the Selling Shareholders, directly or indirectly, has not entered into any commitment, transaction or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, which transfers or may transfer any of the legal or beneficial ownership or any of the economic consequences of ownership of the Selling Shareholder Shares to be sold by such Selling Shareholder hereunder, except as has been previously disclosed in writing to the Underwriter.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option: 1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests; 1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.

  • Certificates and Transfer of Interests Section 4.01. Initial Ownership 12 Section 4.02. The Certificates 12 Section 4.03. Execution, Authentication and Delivery of Certificates 12 Section 4.04. Registration of Transfer and Exchange of Certificates 12 Section 4.05. Mutilated, Destroyed, Lost or Stolen Certificates 13 Section 4.06. Persons Deemed Owners 14 Section 4.07. Access to List of Certificateholders’ Names and Addresses 14 Section 4.08. Maintenance of Office or Agency 14 Section 4.09. Restrictions on Transfers of Certificates 14

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • No Transfers Holder agrees that during the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the Purchaser, and the Company hereby agrees that it shall not effect any such Transfer.

  • Certificate and Transfer of Interest 8 SECTION 3.1 Ownership ................................................................ 8 SECTION 3.2 The Certificate .......................................................... 8 SECTION 3.3 Authentication of Certificate ............................................ 8 SECTION 3.4 Registration of Transfer and Exchange of Certificate ..................... 9 SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Certificates ........................ 9

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