Other Transfers and Issuances Sample Clauses

Other Transfers and Issuances. Notwithstanding any other provision of this Agreement, Shares transferred pursuant to Section 2.1, 3.1 or 3.2 (other than Shares transferred by another Shareholder which is also its Affiliate) or in a Public Offering or to the public under Rule 144 shall be conclusively deemed thereafter not to be Shares under this Agreement and not to be subject to any of the provisions hereof or entitled to the benefit of any of the provisions hereof, unless such Shares are subsequently acquired by a Shareholder, in which case the Shares shall revert to being subject to the provisions hereof.
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Other Transfers and Issuances. Notwithstanding any other provision of this Agreement, (a) Management Shares Transferred (i) pursuant to Section 3.1 or 3.2 hereof or (ii) in a Public Offering or after the Initial Public Offering pursuant to Rule 144 shall be conclusively deemed thereafter not to be Management Shares under this Agreement and not to be subject to any of the provisions hereof or entitled to the benefit of any of the provisions hereof, (b) Shares acquired by any holder of Management Shares pursuant to Section 3.1.6(c) or 4.1.1 hereof and Common Stock acquired by any holder of Management Shares pursuant to Section 7 hereof shall upon such acquisition be deemed for all purposes hereof to be Management Shares hereunder and (c) each holder of Investor Shares agrees that it will not Transfer any Shares pursuant to Section 3.1.6(c) to any Person unless and until such Person shall have executed a counterpart signature page to this Agreement and has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that such Shares to be received shall be deemed to be Management Shares hereunder and shall be subject to all of the provisions of this Agreement and that such Person shall be bound by and a party to this Agreement as a holder of Management Shares.
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Other Transfers and Issuances. Notwithstanding any other provision of this Agreement, (i) Shares transferred pursuant to Section 3.1 (other than Section 3.1.6(a), (b), (e), (f), (g) or (h)) or Section 3.2 hereof or in a Public Offering or to the public under Rule 144 shall be conclusively deemed thereafter not to be Shares under this Agreement and not to be subject to any of the provisions hereof or entitled to the benefit of any of the provisions hereof, and (ii) any Shares acquired by any Investor, Subscriber, Lender or Management Investor shall be deemed to be Investor Shares, Subscriber Shares, Lender Shares or Management Shares, respectively.
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Other Transfers and Issuances. Notwithstanding any other provision of ----------------------------- this Agreement, (i) Shares transferred pursuant to Section 3.1 (other than 3.1.3(a), (b) or (c)) or 3.2 hereof or in a Public Offering or to the public under Rule 144 shall be conclusively deemed thereafter not to be Shares under this Agreement and not to be subject to any of the provisions hereof or entitled to the benefit of any of the provisions hereof, (ii) Shares Transferred as described in Section 3.1.6(c) shall upon acquisition be deemed for all purposes hereof to be Management Shares or Employee Shares, as the case may be, hereunder and each holder of Investor Shares agrees that it will not Transfer any such Shares to any Person described in Section 3.1.6(c) unless such Person shall have executed a counterpart signature page to this Agreement and shall have delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that such Shares to be received shall be deemed to be Management Shares or Employee Shares, as the case may be, and shall be subject to all of the provisions of this Agreement, that such Person shall be bound by and be a party to this Agreement as a holder of Management Shares or Employee Shares, as the case may be, hereunder and, if applicable, that such Shares are Restricted Common Stock, and (iii) any Other Shares acquired by any holder of Shares pursuant to Section 5.2.1, any Management Shares or Employee Shares acquired by any holder of Shares pursuant to Section 6.3.1, any Subject Securities constituting Common Stock acquired by any holder of Shares pursuant to Section 7 hereof and any Lender Shares acquired by any Investor pursuant to Section 4 hereof shall upon such acquisition be deemed for all purposes hereof to be Investor Shares, Other Shares, Management Shares or Employee Shares hereunder, as the case may be, of like kind with the other Shares held by such acquiring holder.
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Other Transfers and Issuances. Notwithstanding any other provision of this Agreement, (i) Shares transferred in compliance with the provisions of Section 3.1 (other than clause (ii) or (iii)(a) or (c) of Section 3.1.3 or in a Public Offering or distributed to the public through a broker, dealer or market maker pursuant to Rule 144, and except as provided by Section 3.1.4) shall be conclusively deemed thereafter not to be Shares under this Agreement and not to be subject to any of the provisions hereof or entitled to the benefit of any of the provisions hereof. Omega Holdings, Inc. Stockholders Agreement --------------------------------------------------------------------------------
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Other Transfers and Issuances. Notwithstanding any other provision ----------------------------- of this Agreement, (a) Shares Transferred (i) pursuant to Section 4.1 (other than 4.1.6(a), (b) or (c)) or 4.2 hereof or (ii) in a Public Offering or after the Initial Public Offering pursuant to
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Related to Other Transfers and Issuances

  • Other Transfers (a) Upon receipt of Proper Instructions, the Custodian shall transfer to or receive from a third party that has been appointed to serve as an additional custodian of one or more Portfolios (an "Additional Custodian") securities, cash and other assets of such Portfolio(s) in accordance with such Proper Instructions. Each Additional Custodian shall be identified as such on Appendix "B", as the same may be amended from time to time in accordance with the provisions of Section 9.06(c) hereof.

  • Further Transfers The Seller shall execute and deliver ----------------- such further instruments of conveyance and transfer and take such additional action as the Purchaser may reasonably request to effect, consummate, confirm or evidence the transfer to the Purchaser of the Acquired Assets and any other transactions contemplated hereby.

  • All Other Transfers and Exchanges of Beneficial Interests in Global Securities In connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant to Section 2.2(g).

  • All Other Transfers and Exchanges of Beneficial Interests in Global Notes In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

  • Denominations; Transfers and Exchanges All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting it to the Registrar and delivering any required documentation or other materials.

  • Transfers to Affiliates Notwithstanding the provisions of Section 7.1, a Partner may, without the consent of the other Partner, Transfer all or a portion of its Interest to an Affiliate of such Partner, so long as such Affiliate is admitted to the Partnership as a Partner pursuant to Section 7.3, and provided further that such Affiliate is not a Benefit Plan Investor.

  • Transfers Generally Tenant shall not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease or any interest therein, nor sublease the whole or any part of the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise (each of the foregoing being a "Transfer"), without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent shall be null and void. In determining whether to grant consent to a proposed Transfer, Landlord may reasonably consider any relevant factor, including but not limited to the experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use of the Leased Premises following the Transfer is similar to that of Tenant, or otherwise reasonably satisfactory to Landlord and appropriate for a first-class high rise office building in the Bellevue Central Business District; whether the other party to the proposed Transfer is a person with whom Landlord is presently negotiating for a lease of space in the Building or in any other building owned by an Affiliate of Landlord; whether the other party to the proposed Transfer is a governmental agency or any party by whom any suit or action could be defended on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee, sublessee, or transferee has a net worth, and financial strength and credit record, satisfactory to Landlord (provided that if the financial condition of the proposed assignee, sublessee, or transferee is at least equal to the net worth of Tenant or Guarantor (whichever is greater) at the time of this Lease it shall be satisfactory to Landlord); whether use of the Leased Premises by the proposed assignee, sublessee, or transferee will not violate or create any potential violation of any laws; whether the type and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any other lease or agreement to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor of any liability under this Lease or Guarantee of Lease. A Transfer includes, without limitation (and the following shall be deemed to be deemed a "Transfer"): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any sublease, assignment or transfer which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant; provided, however, the foregoing shall not be considered Transfers requiring Landlord's consent so long as Tenant or Guarantor is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of the voting stock of Tenant or Guarantor is owned by another entity, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenant, or transferee based on the rent (and/or other compensation) and term agreed to by such assignee, subtenant or transferee and otherwise upon the terms and conditions of this Lease. In connection with any proposed Transfer, Tenant shall promptly provide Landlord with fully executed copies of all documents and instruments related to the proposed Transfer. Notwithstanding the foregoing, Landlord's prior consent to a Transfer to an Affiliate of Xxxxx Xxxxx, Inc. shall not be required provided: (i) the Transfer shall only be effective as long as the Affiliate receiving the Transfer is and at all times during the Lease Term remains an Affiliate of Xxxxx Xxxxx, Inc.; (ii) neither Tenant nor Guarantor is released or relieved of any liability or obligations under this Lease or the Guarantee of Lease, or both, and each expressly reaffirms the foregoing to Landlord in writing; (iii) Tenant is not in default under or in breach of this Lease; and (iv) Tenant notified Landlord in writing of the Transfer to an Affiliate at least ten (10) days prior to the Transfer.

  • Prohibition on Transfers, Other Actions Until the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 5.01, the Stockholder agrees that it shall not (i) Transfer any of such Stockholder’s Covered Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iii) take any action that could reasonably be expected to restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. The Stockholder shall not request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any Certificate representing any of such Stockholder’s Covered Shares save for any Permitted Transfer. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any action, or restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of the date hereof as set forth on Schedule 1.B hereto to the extent such action or restriction is inconsistent with the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge or security interest, such Stockholder agrees that there are no terms of any such pledge or security interest that will prevent or impair such Stockholder from complying with any obligation, agreement or covenant set forth herein.

  • Due on Sale and Other Transfer Restrictions Except as expressly permitted under the Credit Agreement, Mortgagor shall not sell, transfer, convey or assign all or any portion of, or any interest in, the Mortgaged Property.

  • Other Transactions Nothing contained herein shall preclude the Agent or any other Lender from engaging in any transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Affiliates in which the Borrower or such Affiliate is not restricted hereby from engaging with any other Person.

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