Other Permitted Transfers. Any Buyer may at any time pledge, collaterally assign or grant a security interest in any or all of its interests under this Agreement and in the Purchased Loans to any Federal Reserve Bank or to any other Person to secure obligations of such Buyer, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Buyer from any of its obligations hereunder or substitute any such pledge or assignee for such Buyer as a party hereto.
Other Permitted Transfers. Notwithstanding the limitations described in Section 2.01 of this Agreement, at any time following the First Year Lock-Up Expiration Date, a Stockholder may Transfer a number of Registrable Securities in excess of the amounts otherwise permitted pursuant to Section 2.01 or clauses (b) and (c) above if the Board (consisting solely of disinterested directors, which, for the avoidance of doubt shall not include (i) any director designated by such Stockholder or by the class of Stockholders to which such Stockholder belongs prior to any conversion or exchange pursuant to the Stockholders Agreement and (ii) in the case of any Employee-Partner, any director who is also an executive officer of the Company) determines (by vote of at least two-thirds of the directors then in office and eligible to vote) to permit Transfers in such amounts. Any Transfer of Registrable Securities pursuant to this clause (d) shall be subject to any terms and conditions as the Board may prescribe. The Board may withhold or delay any Transfers permitted pursuant to this clause (d) in its sole discretion.
Other Permitted Transfers. (a) Notwithstanding anything in this Deed of Trust to the contrary, under no circumstances shall there be any restriction or limitation with respect to the transfer of any direct or indirect legal, beneficial, or direct or indirect equitable interest in SHRI, and (2) subject to the terms and provisions of this Section, there shall be no restriction or limitation in any respect to (and no Event of Default shall result or arise from) the sale, assignment, conveyance, or transfer, mortgage, hypothecation or other disposition or other encumbering of any direct or indirect legal, beneficial or direct or indirect equitable interest in Fairmont Liable Party or any person or entity owning a direct or indirect interest therein provided that:
(i) Affiliated Guarantor shall provide Beneficiary with notice of such transaction simultaneously with its occurrence;
(ii) at all times, prior to a transfer pursuant to Section 10.3(a) of the Senior Deed of Trust, and execution of a guaranty for the Fairmont Loan by a new liable party, Strategic Hotel Funding, L.L.C. remains the Fairmont Liable Party under the Fairmont Loan, and the Fairmont Liable Party or a Close Affiliate of Fairmont Liable Party Controls Fairmont Borrower and Operating Lessee (as defined in the Fairmont Mortgage);
(iii) at all times, SHRI shall (a) own at least seventy-five percent (75%) of the equity of Fairmont Liable Party and shall Control the Fairmont Liable Party and (b) the Consolidated Group shall be in compliance with the Minimum Net Worth Requirements;
(iv) if there shall be a pledge, hypothecation or other encumbering of a direct or indirect ownership interest in Fairmont Liable Party or any person or entity owning a direct or indirect interest therein (collectively, “Pledge”), such Pledge shall be in connection only with financing provided by a Qualified Institutional Lender (as defined below), and any transfer of any direct or indirect legal, beneficial or direct or indirect equitable interest in Fairmont Liable Party or any person or entity owning a direct or indirect interest therein as a result of default under such financing shall be to a Qualified Institutional Lender; and
(v) Affiliated Guarantor or transferee shall pay all costs and expenses incurred by Beneficiary in connection with the transfer, including title insurance premiums, documentation costs and reasonable attorneys’ fees.
(b) Specifically, subject to the conditions of sub-clauses (i) through (v) of Section 10.4 (a) above, th...
Other Permitted Transfers. We will permit the types of Transfers listed in this Subparagraph 11.b.(2) (“Permitted Transfers”), on the conditions stated, so long as (a) the proposed transferee is not a Specially Designated National or Restricted or Blocked Person (as defined in Subparagraph 16.l.) or a Competitor and (b) you or, if applicable, the transferring Affiliate or Equity Owner: (i) give us sixty (60) days advance written notice of the proposed Transfer (including the identity and contact information for any proposed transferee and any other information we may in our business judgment require in order to review the proposed Transfer and verify compliance with this Paragraph 11; (ii) are not in default under this Agreement or any related agreement; (iii) pay to us a nonrefundable processing fee of Three Thousand Dollars ($3,000) with the Transfer request; (iv) follow our then-current procedure for processing Permitted Transfers; and (v) execute any documents required by the procedure for processing Permitted Transfers, which may include an estoppel and general release of claims that you or the Equity Owner may have against us, the Entities, and related persons.
Other Permitted Transfers. Notwithstanding the provisions of Sections 3.1 and 3.2 above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Purchaser to his or her estate, or a transfer by gift, will or intestate succession, or a transfer by a Purchaser to his or her spouse or to the siblings, lineal descendants or ancestors of such Purchaser, if, prior to such transfer, the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were the original Purchaser hereunder.
Other Permitted Transfers. The disposition is by an Investor which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his spouse or to the siblings, lineal descendants including adopted children or ancestors of such partner or his spouse, if, prior to such transfer, the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were an original Investor hereunder. Notwithstanding any of the foregoing, transferability of the Notes are further restricted by their terms.
Other Permitted Transfers. Notwithstanding the provisions of Sections 3.1 and 3.2 above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Purchaser to his or her estate, or a transfer by gift, will or intestate succession, or a transfer by a Purchaser to his or her spouse or to the siblings, lineal descendants or ancestors of such Purchaser, if, prior to such transfer, the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were the original Purchaser hereunder. Common Stock and Warrant Purchase Agreement, Entia Biosciences, Inc., 2014
Other Permitted Transfers. Notwithstanding the foregoing, any holder ------------------------- of Other Shares may Transfer any or all Other Shares held by him as set forth below:
Other Permitted Transfers. Notwithstanding the foregoing, any holder ------------------------- of Management Shares or Employee Shares may Transfer any or all Management Shares or Employee Shares held by him as set forth below:
Other Permitted Transfers. Any Buyer may at any time pledge, collaterally assign or grant a security interest in any or all of its interests under this
