No Transfer Without Approval Sample Clauses

No Transfer Without Approval. You understand and acknowledge that the rights and duties created by this Agreement are personal to you and that we have entered into this Agreement in reliance on the individual or collective character, skill, aptitude, attitude, business ability, and financial capacity of you and your Principal Owners. Accordingly, neither this Agreement nor any part of your interest in it, nor any Interest (as defined in Paragraph 14.2) of Franchise Owner or a Principal Owner, may be transferred (see definition below) without our advance written approval if such transfer will result in the Principal Owner(s) set forth in Exhibit 4 holding less than a seventy-five percent (75%) Interest in Franchise Owner. Any Transfer that is made without our approval will constitute a breach of this Agreement and convey no rights to or interests in this Agreement, you, the Franchise, or any other The Joint Corp. franchise.
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No Transfer Without Approval. Neither Walbro nor Jaegxx xxx transfer any of its equity interests in the JV to any third party (other than direct or indirect Controlled Affiliates) without the prior written approval of the other party. It is the intention of the parties that there be only two owners of the JV; consequently, any attempted transfer of equity interests in the JV must encompass the entire equity interest of the transferring party.
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No Transfer Without Approval. Neither Walbro nor Mutual may transfer any of its Equity Interest in the JV to any third party (other than direct or indirect Controlled Affiliates) without the prior written approval of the other Party. It is the intention of the Parties that there be only two owners of the JV; consequently, any attempted transfer of Equity Interest in the JV must encompass the entire Equity Interest of the transferring Party. Notwithstanding the above, transfers to Controlled Affiliates may be done without approval provided that (i) such transfer constitutes all of the transferor's Equity Interest, (ii) the transferee agrees to be bound by this Agreement, and (iii) the transferor remains liable for all obligations imposed by this Agreement.
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No Transfer Without Approval. Neither Lakes nor Myohionow may transfer any of its Equity Interest in the JV to any third party (other than direct or indirect Controlled Affiliates) without the prior written approval of the other Party. Notwithstanding the above, transfers to Controlled Affiliates, or to a company with which the Party mergers or transfers 100% of its stock or assets, may be made without approval provided that (i) such transfer constitutes all of the transferor’s Equity Interest, (ii) the transferee agrees to be bound by this Agreement and the Member Control Agreement, (iii) the transferor remains liable for all obligations imposed by this Agreement; and (iv) the transferee undergoes a background investigation, the results of which are satisfactory to Lakes (as the case may be). For purposes of this Agreement, a “Controlled Affiliate” of a Party means (1) any person who is an owner of equity interest of a Party on the date of execution; or (2) an entity which controls, is controlled by or is under common control with, such Party; “control” means 100% ownership of both the voting power of, and the equity interest in, an entity.
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No Transfer Without Approval. 22.1.1 The Service Provider must not transfer, or permit the transfer of, custody or the ownership of any Commonwealth record (as defined in the Archives Xxx 0000 (Cwlth) without the prior approval of DFAT and the National Archives of Australia.
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Related to No Transfer Without Approval

  • Exercise or Transfer Without Registration If, at the time of the surrender of this Warrant in connection with any exercise, transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder), shall not be registered under the Securities Act of 1933, as amended (the "Securities Act") and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such exercise, transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel, which opinion and counsel are acceptable to the Company, to the effect that such exercise, transfer, or exchange may be made without registration under said Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act. The first holder of this Warrant, by taking and holding the same, represents to the Company that such holder is acquiring this Warrant for investment and not with a view to the distribution thereof.

  • 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.

  • No transfer without Transfer Certificate No assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective in relation to, the Borrower, any Security Party, the Agent or the Security Trustee unless it is effected, evidenced or perfected by a Transfer Certificate.

  • Actions Permitted without Express Authority The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio:

  • Termination Without Notice The Employer may terminate an Employee’s employment without notice if the Employee engages in serious misconduct.

  • No Transfer Taxes There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Company of the Shares.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

  • Merger Without Assumption The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:--

  • 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.

  • No Transfers Violating Securities Laws The General Partner may prohibit any transfer of Partnership Units by a Limited Partner unless it receives a written opinion of legal counsel (which opinion and counsel shall be reasonably satisfactory to the Partnership) to such Limited Partner to the effect that such transfer would not require filing of a registration statement under the Securities Act or would not otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the Partnership Unit or, at the option of the Partnership, an opinion of legal counsel to the Partnership to the same effect.

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