Other Restrictions on Transfer. The restrictions on Transfer contained in this Agreement are in addition to any other restrictions on Transfer to which a Stockholder may be subject, including any restrictions on transfer contained in any equity incentive plan, restricted stock agreement, stock option agreement, stock subscription agreement or other agreement to which such Stockholder is a party or instrument by which such Stockholder is bound.
Other Restrictions on Transfer. In addition to any other restrictions on Transfer in this Agreement, no Member may Transfer a Unit (including by way of acquisition of Units by the Managing Member, or any other acquisition of Units by the Company) if the Company determines:
(i) Based on the advice of nationally recognized tax counsel, such Transfer would create a material risk of the Company being classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; provided, that a Transfer by a Member or its Affiliates shall not be prohibited under this Section 8.2(c)(i) if the Member (or its Affiliate) obtains a tax opinion from nationally recognized tax counsel that the Transfer will not result in the Company being classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes;
(ii) That the Transfer would be to any Person or entity who lacks the legal right, power or capacity to own a Membership Interest;
(iii) That the Transfer would be in violation of Law;
(iv) That the Transfer would be of any fractional or component portion of a Unit or Membership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Unit;
(v) That the Transfer would create a material risk that the Company would become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified Person” (as defined in Code section 4975(c));
(vi) Based on the advice of counsel, that the Transfer would create a material risk that any portion of the Assets would constitute assets of any employee benefit plan pursuant to Department of Labor Reg. § 2510.2-101;
(vii) That the Transfer would require the registration of such Membership Interest pursuant to any applicable federal or state securities Laws;
(viii) Based on advice of counsel, that such Transfer would create a material risk that the Company would become a reporting company under the Exchange Act; or
(ix) Based on the advice of counsel, that the Transfer would subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended.
Other Restrictions on Transfer. The Shares shall also be subject to ------------------------------ the restrictions on transfer and other provisions of the Shareholders Agreement.
Other Restrictions on Transfer. Notwithstanding anything in this Agreement to the contrary, starting immediately after the pricing of a Public Offering (as defined in the Laureate Certificate of Designations) and continuing, until the earlier of (x) the date on which the Initial Follow-on Public Offering (as defined in the Laureate Certificate of Designations) is consummated pursuant to the Laureate Certificate of Designations and the Preferred Investor Registration Rights Agreement or (y) if then converted, the date which is 120 days (or if a registration is suspended, postponed or otherwise not available pursuant to the terms of the Preferred Investor Registration Rights Agreement, then an additional number of days equal to the length of such suspension, postponement or lack of availability) after the date on which an amount of Conversion Stock (as defined in the Laureate Certificate of Designations) equal to or more than the Priority Amount (as defined in the Laureate Certificate of Designations) has been registered pursuant to an effective registration statement in accordance with the terms of the Preferred Investor Registration Rights Agreement, or if earlier, the date on which at least the Priority Amount under such registration statement has been sold, no Securityholder or Investor shall offer, sell or otherwise Transfer (as defined in the Preferred Stockholders Agreement), either directly or indirectly, or agree to offer, sell or otherwise Transfer, either directly or indirectly, any of such Person’s Securities, including pursuant to a Registration Statement (as defined in the Certificate of Designations) or in a Public Offering; provided, that this Section 4.3 shall not apply to Transfers (as defined in the Preferred Stockholders Agreement) with respect to Xxxxxx Excluded Securities (as defined in the Preferred Stockholders Agreement). Notwithstanding anything in this Agreement to the contrary, this
Other Restrictions on Transfer. In addition to any other restrictions on Transfer in this Agreement, no Member may Transfer a Unit (including by way of acquisition of Units by the Manager or any other acquisition of Units by the Company) if the Company determines:
(i) Such Transfer would create a material risk of the Company being classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes;
(ii) That the Transfer would be to any Person or entity that lacks the legal right, power or capacity to own a Unit;
(iii) That the Transfer would be in violation of Law;
(iv) That the Transfer would be of any fractional or component portion of a Unit or rights to distributions, separate and apart from all other components of a Unit;
(v) That the Transfer would create a material risk that the Company would become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified Person” (as defined in Code section 4975(c));
(vi) That the Transfer would create a material risk that any portion of the Assets would constitute assets of any employee benefit plan pursuant to Department of Labor Reg. § 2510.2-101;
(vii) That the Transfer would require the registration of such Unit pursuant to any applicable federal or state securities Laws;
(viii) That such Transfer would create a material risk that the Company would become a reporting company under the Exchange Act; or
(ix) That the Transfer would subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended.
Other Restrictions on Transfer. (a) Any Person (including any Permitted Transferee) to whom Securities are to be Transferred (except pursuant to a Public Sale or Sale of the Company) shall execute and deliver, as a condition to such Transfer, all documents deemed reasonably necessary by the Company, in consultation with its counsel, to evidence such party’s joinder in and to this Agreement, including a Subscription and Joinder in substantially the form of Exhibit B attached hereto.
(b) No Securities may be Transferred to any Person (including any Permitted Transferee) (if the proposed transferee is a married individual), unless, prior to that Transfer and if requested by the Board, the transferee furnishes a Spousal Consent.
(c) Except as otherwise provided herein, Securities that are Transferred shall thereafter continue to be subject to all restrictions (including restrictions on Transfer imposed by this Article III) and obligations imposed by this Agreement with respect to Securities and Transfers thereof.
(d) Notwithstanding anything to the contrary contained herein, a Transfer of Securities shall not be valid or of any force or effect if such Transfer is in violation of any applicable federal or state laws, including securities laws.
(e) The restrictions on Transfer imposed in this Agreement are in addition to, and not in limitation of, any other restrictions on Transfer that may be imposed on any securities by any other contract, including any Manager Equity Agreement, option or option plan.
Other Restrictions on Transfer. Without in any way limiting their representations set forth above, each Lender further agrees that it shall in no event make any disposition of all or any portion of the Units unless:
(a) There is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with said registration statement;
(b) The sale is to the Borrower; or (c)
(1) Lender shall have notified the Borrower of the proposed disposition and shall have furnished the Borrower with a reasonably detailed statement of the circumstances surrounding the proposed disposition;
(2) Lender shall have furnished the Borrower with an opinion of his or her counsel to the effect that such disposition will not require registration under the 1933 Act; and (3) such opinion shall be in form and substance reasonably acceptable to counsel for the Borrower and the Borrower shall have advised Lender of such acceptance.
Other Restrictions on Transfer. The restrictions on Transfer contained in this Agreement are in addition to any other restrictions on Transfer to which a Stockholder may be subject, including any restrictions on transfer contained in any equity incentive plan, restricted - 12 - stock agreement, stock option agreement, stock subscription agreement or other agreement to which such Stockholder is a party or instrument by which such Stockholder is bound. Each Transfer of Common Stock by a Stockholder holding Class A Common Stock must be made simultaneously in respect of Class A Common Stock and Class B Common Stock and must be made such that the proportion of such Stockholder’s Class A Common Stock to its Class B Common Stock (excluding any incentive equity Class B Common Stock acquired under the Management Equity Plan), taken together, remains constant following such Transfer; provided that the foregoing requirement for proportional Transfers shall not apply to a redemption or conversion of the Class A Common Stock.
Other Restrictions on Transfer. Notwithstanding any other provision hereof:
2.7.1. Except for an Exempt Transfer or with the prior written consent of the holders of a majority of the Bear Stearns Shares or a Transfer upon an Approved Sale, no Managxxxxx Xtockholder may Transfer any Shares held by him until the third anniversary of the date of this Agreement. No Management Stockholder may pledge, hypothecate or encumber the Shares owned by him at any time.
2.7.2. Except for an Exempt Transfer or an Approved Sale, or with the prior written consent of the holders of a majority of the Management Shares, no Bear Stearns Stockholder may Transfer any Shares held by him (i) xxxxx xhe second anniversary of the date of this Agreement or (ii) to any Person or an Affiliate of any Person whose principal business competes with the business of the Company and whose principal business is the sourcing and retailing of private label specialty men's. and women's apparel which retails at similar price points in substantially the same geographic area within the United States as the Company; and
2.7.3. Except for an Exempt Transfer or upon an Approved Sale, no Federated Stockholder may Transfer any Shares held by him to any Person or any Person who is an Affiliate of any Person that engages in any business that competes with the businesses then conducted by the Company and its Subsidiaries.
Other Restrictions on Transfer. No Member shall suffer or permit any ------------------------------ transfer of or encumbrance upon such Member's Interest in the Company which would adversely affect the status of the Company as a partnership for federal tax purposes or which would require the Company to register as an "investment company" under the Investment Company Act. No Interest may be sold or transferred if, at the time of such sale or transfer, such sale or transfer would result in the aggregate number of "beneficial owners" (as defined in Section 3 of the Investment Company Act) of Interests to exceed 100. No Interest may be sold or transferred unless the transferee represents to the Company, the Members and the Manager, the matters contained in Section 12.7. ------------
