Non-Permitted Transferees Sample Clauses

Non-Permitted Transferees. The parties agree that should a Shareholder Transfer any Super Voting Shares in a manner inconsistent with the provisions of the Articles and Section 3.1 the Company shall without further notice to the Shareholder cause such Super Voting Shares to be redeemed in accordance with the Articles and shall pay the redemption price therefor to the Shareholder without regard to any asserted rights of the purported transferee.
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Non-Permitted Transferees. Each of the Stockholders and the Company hereby agrees that any Person who after the date of this Agreement is Transferred shares of Common Stock and/or Preferred Stock by any Stockholder (other than in connection with a public offering of such securities) and who is not a Permitted Transferee of such Stockholder or did not acquire such shares pursuant to Section 2.1(a)(ii) or 2.1(a)(iii)(B), shall be given the opportunity to become a party to this Agreement by executing a Joinder in the form of Exhibit B attached hereto, subject to, if such Person is an individual and a resident of a state with a community or marital property system, (a) causing his or her spouse to execute a Spousal Waiver in the form of Exhibit A attached hereto and (b) delivering such Joinder and Spousal Waiver, if applicable, to the Company at its address specified in Section 5.1 hereof. Upon such execution and delivery, such Person shall be a Stockholder for all purposes of this Agreement, with the rights and obligations of an Other Stockholder hereunder (in which case such Person shall be deemed to be an Other Stockholder for all purposes of this Agreement) or, subject to compliance with Section 5.8, with such other rights and obligations deemed appropriate by the Board, including at least one CVC Representative and one OTPP Representative (to the extent that CVC and OTPP then has a right to designate a member to the Board under Section 1.1).
Non-Permitted Transferees. The parties agree that should a Shareholder Transfer any Class A Shares in a manner inconsistent with the provisions of the Articles and Section 5.1 the Company shall without further notice to the Shareholder cause such Class A Shares to be redeemed in accordance with Article 2.1(1)(g) of the Articles and shall pay the redemption price therefor to the Shareholder without regard to any asserted rights of the purported transferee.

Related to Non-Permitted Transferees

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

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