Other Prohibited Transfers Sample Clauses

Other Prohibited Transfers. No Member shall sell or otherwise Transfer its Units in the Company, if such Transfer would (a) require the Company to file a Registration Statement with the Securities Exchange Commission or state agencies or otherwise violate securities law; (b) cause a termination of the Company for federal income tax purposes; (c) cause any of the transactions contemplated by this Agreement to be a “prohibited transaction” within the meaning of the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”) or the Code; (d) cause any Member to become a “fiduciary” within the meaning of ERISA or the Code; (e) cause the Company to be in breach of or default under any mortgage, deed of trust or other security agreement encumbering any of the Assets or properties of the Company or its Subsidiaries; (f) cause the Company to be classified as other than a “partnership” for federal income tax purposes; or (g) adversely affect the ability of the Company to comply with the requirements of Section 514(a)(9) of the Code. Prior to effecting any Transfer of a Unit, other than pursuant to other sections of this Agreement, the Transferor shall provide reasonable assurances to the Manager that the proposed Transfer would be permitted under this Section 8.9 and that the Transferring Member shall pay any Transfer taxes resulting from the Transfer.
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Other Prohibited Transfers. Notwithstanding anything herein to the contrary, neither Shareholder shall directly or indirectly Transfer any Shares (a) to any Prohibited Transferee or (b) to the extent such Transfer would result in a violation of any contractual, governmental or regulatory arrangements or requirements of the Company or any of the Company’s Affiliates, including the Subscription Agreement. Whenever contractual, regulatory or governmental approval is required to effect a direct or indirect Transfer that would otherwise be permitted hereunder, the Parties agree to use commercially reasonable efforts to proactively obtain such approval.
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Other Prohibited Transfers. (a) Notwithstanding anything herein to the contrary, no Member shall directly or indirectly Transfer any Units (i) to any Prohibited Transferee or (ii) to the extent such Transfer would result in a violation of any Law. (b) Notwithstanding anything herein to the contrary, (i) the Investor Member shall not Transfer any Units to any Person (or its successors) set forth on Exhibit B or any Person known by the transferring Member to be an Affiliate thereof and (ii) solely in the event of a Transfer of a percentage of outstanding Units less than New Investor’s Company Percentage Interest at the time of such Transfer, Cinergy, shall not Transfer any Units to any Person (or its successors) set forth on Exhibit B or any Person known by the transferring Member to be an Affiliate thereof. Exhibit B may be updated by Cinergy one time within the thirty- (30-) day period immediately prior to January 1st each year (with an effectiveness of the next occurring January 1st); provided, however, that no such update shall be effective if (and only to the extent that) (i) it would list on Exhibit B the name of (x) any Person that is a sovereign wealth fund, pension fund or infrastructure fund or (y) any proposed transferee (or Affiliate of such proposed transferee) previously notified by an Investor Member to Cinergy or the Company within the prior ninety (90) days (for the avoidance of doubt, notice of only one such proposed transferee may be provided by an Investor Member during any ninety- (90-) day period), (ii) it would result in more than fourteen (14) Persons being listed on Exhibit B or (iii) if it occurs during the twelve (12) months immediately following such time as any Investor Member notifies the Company in good faith that it has commenced a process to Transfer its Units or during the period from and after the time that any Investor Member notifies the Company that it has entered into a definitive agreement to Transfer its Units until the earlier of (A) the closing of the transactions contemplated by such definitive agreement or (B) the termination of such definitive agreement; provided, that, with respect to clause (iii), Cinergy shall have the right to update Exhibit B immediately following the expiration of such twelve- (12-) month period with an effectiveness of the first date of the next occurring month. (c) Whenever contractual, regulatory or governmental approval is required to effect a direct or indirect Transfer that would otherwise be permitted hereunder...
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Other Prohibited Transfers. No Partner shall sell or otherwise Transfer its interest in the Partnership, other than pursuant to Articles V and XII hereof, if such Transfer would (i) require the Partnership, or the Interest being transferred, to be registered under, or otherwise to be brought in compliance with, state or federal securities laws, (ii) cause a termination of the Partnership for federal income tax purposes, (iii) cause any of the transactions contemplated by this Agreement to be "prohibited transactions" under the Employee Retirement Income Security Act of 1974, as amended from time to time, or the regulations promulgated thereunder from time to time ("ERISA") or the Code or the Regulations, (iv) cause any Partner to become a fiduciary, as that term is defined in ERISA or the Code, with respect to another Partner or cause any Fund III Partner to become a fiduciary, as that term is defined in ERISA or the Internal Revenue Code, (v) cause the Partnership to be in breach of or default under any mortgage, deed of trust or other security agreement encumbering the Property or other Partnership assets, or (vi) cause the Partnership to be classified as a publicly traded partnership under Section 7704(b) of the Code. The transferring Partner shall, prior to effecting any transfer, give the Partnership reasonable assurances that the transferring Partner shall pay any transfer taxes resulting from such transfer.
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Other Prohibited Transfers. Notwithstanding anything to the contrary contained in any other provision of this Agreement, after the date hereof the sale or exchange or other disposition of all or any part of an interest in the capital and/or profits of the Company within the meaning of Section 708 of the Code may not be made (and will be invalid) if the interest sought to be sold or exchanged or otherwise disposed of, when added to all other interests in the Company's capital and/or profits transferred within the 12 consecutive month period ending on the date of such purported sale or exchange, would cause the termination of the Company's status as a partnership for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code.
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Other Prohibited Transfers. Notwithstanding anything to the contrary contained in any other provision of this Agreement, after the date hereof the sale or exchange or other disposition of all or any part of an interest in the capital and/or profits of the Partnership within the meaning of Section 708 of the Internal Revenue Code may not be made (and will be invalid) if the interest sought to be sold or exchanged or otherwise disposed of, when added to all other interests in the Partnership’s capital and/or profits transferred within the 12 consecutive month period ending on the date of such purported sale or exchange, would cause the termination of the Partnership for Federal income tax purposes pursuant to Section 708(b)(l)(B) of the Internal Revenue Code.
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Related to Other Prohibited Transfers

  • Prohibited Transfers (a) In the event any Founder should sell any Founders Shares in contravention of the co-sale rights of the Investors under Section 5 (a “Prohibited Transfer”), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor would have been entitled to transfer to the third-party transferee(s) under Section 5.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) to the Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 5. (ii) Within thirty (30) days after the later of the dates on which the Eligible Investor (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor pursuant to this Section 5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), in cash or by other means acceptable to the Eligible Investor. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

  • Plan Assets; Prohibited Transactions The Borrower is not an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of Credit Extensions hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

  • Effect of Prohibited Transfer The Company shall not be required (a) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (b) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred.

  • No Prohibited Transactions None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company Group or any Employee Plan, or for which the Company Group has any indemnification obligation.

  • What If I Engage in a Prohibited Transaction If you engage in a “prohibited transaction,” as defined in Section 4975 of the Internal Revenue Code, your account will be disqualified, and the entire balance in your account will be treated as if distributed to you and will be taxable to you as ordinary income. Examples of prohibited transactions are: a. the sale, exchange, or leasing of any property between you and your account; b. the lending of money or other extensions of credit between you and your account; or c. the furnishing of goods, services, or facilities between you and your account. If you are under age 59½, you may also be subject to the 10% penalty tax on early distributions in addition to ordinary income taxes.

  • Prohibited Transactions Since the earlier of (a) such time as such Investor was first contacted by the Company or any other Person acting on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 0000 Xxx) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investors as well as the Company and that each of the other Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

  • Not Plan Assets; No Prohibited Transactions None of the assets of the Borrower, any other Loan Party or any other Subsidiary constitutes “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. Assuming that no Lender funds any amount payable by it hereunder with “plan assets,” as that term is defined in 29 C.F.R. 2510.3-101, the execution, delivery and performance of this Agreement and the other Loan Documents, and the extensions of credit and repayment of amounts hereunder, do not and will not constitute “prohibited transactions” under ERISA or the Internal Revenue Code.

  • What if a Prohibited Transaction Occurs If a “prohibited transaction”, as defined in Section 4975 of the Internal Revenue Code, occurs, the Xxxxxxxxx Education Savings Account could be disqualified. Rules similar to those that apply to Traditional IRAs will apply.

  • Prohibited Transactions and Activities None of the Depositor, the Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for any REMIC created hereunder (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to any REMIC created hereunder after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any of any REMIC Regular Interest created hereunder as a REMIC or (b) cause any REMIC Regular Interest created hereunder to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

  • PROHIBITED TERMS Any term included in this Contract that requires the State to indemnify or hold Contractor harmless; requires the State to agree to binding arbitration; limits Contractor’s liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Contract shall be construed as a waiver of any provision of §00-000-000 C.R.S. Any term included in this Contract that limits Contractor’s liability that is not void under this section shall apply only in excess of any insurance to be maintained under this Contract, and no insurance policy shall be interpreted as being subject to any limitations of liability of this Contract.

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