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.
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.
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 a Person Controlled by a Party’s ultimate parent company (for Purchaser, currently Hydro-Québec, and for Owner, currently Iberdrola, S.A.), as applicable, shall not be considered a Transfer for the purposes of this Section 22.1(a) and shall not require consent. Any Transfer in contravention of this Article XXII shall be null and void. The Parties agree that the provision by or for the account of an assignee or transferee of any Party of Additional Credit Support in an amount equal to the Maximum Amount provided under, and as defined in, the Hydro-Québec Guaranty, as such Maximum Amount may vary from time to time, shall be deemed to satisfy the criterion set forth herein with respect to 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).
No Transfer of Interests. (a) Any (i) direct or indirect change of control of either Party (whether voluntary or by operation of law), (ii) sale, transfer or other disposition of all or substantially all of the assets of either Party or (iii) except as provided in Section 23.3, assignment, transfer or other disposition of, whether to one or more assignees or transferees, all or any portion of either 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 on or behalf of any proposed successor or assign (including the net worth and creditworthiness of the issuer) and the availability and terms of any consent required from any Financing Party in connection with such Transfer. Any Transfer in contravention of this Article 23 shall be null and void.
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.
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.
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.
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.
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.
No Transfer of Interests. (a) Except as otherwise expressly provided in this Agreement, no Partner shall be entitled to transfer, assign, gift, convey, sell, pledge, encumber or in any way alienate all or any part of such Partner’s Interest, whether directly or indirectly, and whether of record, constructively or beneficially and whether by operation of law or otherwise (whether by way of merger, asset sale, stock sale, or otherwise, or permit or suffer a transfer, assignment, gift, conveyance, sale, pledge, encumbrance or alienation of a direct or indirect interest in such Partner, including by means of the issuance of additional direct or indirect interests in such Partner) (any of the foregoing, a “Transfer”) without the prior written consent of all of the other Partners, which consent shall not be unreasonably withheld. Transfers in violation of this Article IX shall be null and void. After the consummation of any Transfer of any part of an Interest, the Interest so transferred shall continue to be subject to the terms and provisions of this Agreement and any further Transfers shall be required to comply with all terms and provisions of this Agreement. Notwithstanding anything to the contrary in this Article IX, without the written consent of all Partners, and satisfaction of all conditions set forth in Section 9.7, no transferee of all or any portion of a Partner’s Interest transferred in accordance with this Article IX shall become a Partner or have the rights of voting or participation granted to a Partner under the Delaware Act or this Agreement, except the economic right to receive allocations of Net Profits and Net Losses and distributions of Net Cash Flow allocable to the Interest transferred.
