Prohibited Transfers; Transfers to Competitors Sample Clauses

Prohibited Transfers; Transfers to Competitors. Notwithstanding anything to the contrary in this Agreement, without the consent of the Board, no Shareholder shall, at any time, directly or indirectly, complete any Transfer of Shares that (a) would result in the assets of the Company constituting “Plan Assets” as such term is defined in the Department of Labor regulations promulgated under the United States Employee Retirement Income Security Act of 1974, as amended, (b) would cause the Company to be controlled by or be under common control with an “investment company” for purposes of the United States Investment Company Act of 1940, as amended, (c) would require the Shares to be registered under the Exchange Act or (d) is made to any Person who is a Competitor of the Company or any of its subsidiaries or to any Affiliate of such a Competitor (other than Transfers to the Company and its Affiliates). Notwithstanding clause (d) of this Section 4.1.4, a Transfer to a Competitor is permitted under Section 4.1.4(d) if such Transfer is made in connection with the exercise of a Tag-Along Right pursuant to Section 4.4 or in connection with the exercise of a Drag-Along Right pursuant to Section 4.5, in which event such sale may be effected only in accordance with Section 4.4 or 4.5, as applicable. Further, this Section 4.1.4 shall not prohibit any Transfer of Shares validly made pursuant to a registered public offering of Shares or pursuant to Rule 144 of the Securities Act.
Sample 1
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Prohibited Transfers; Transfers to Competitors. Notwithstanding anything to the contrary in this Agreement, without the consent of the Board, no Shareholder shall, at any time, directly or indirectly, complete any Transfer of Shares that (a) would result in the assets of the Company constituting “Plan Assets” as such term is defined in the Department of Labor regulations promulgated under the United States Employee Retirement Income Security Act of 1974, as amended, (b) would cause the Company to be controlled by or be under common control with an “investment company” for purposes of the United States Investment Company Act of 1940, as amended, (c) would require the Shares to be registered under the Exchange Act or (d) is made to any Person who is a Competitor of the Company or any of its subsidiaries or to any Affiliate of such a Competitor (other than Transfers to the Company and its Affiliates).
Sample 1
Prohibited Transfers; Transfers to Competitors. Notwithstanding anything to the contrary in this Agreement, without the consent of the Board of Directors of the Company, no Management Investor shall, at any time, directly or indirectly, Transfer any Shares which (a) would result in the assets of the Company constituting "Plan Assets" as such term is defined in the Department of Labor regulations promulgated under the Employee Retirement Income Security Act of 1974, as amended, (b) would cause the Company to be controlled by or be under common control with an "investment company" for purposes of the Investment Company Act of 1940, as amended, (c) would require any securities of the Company to be registered under the Exchange Act or (d) is made to any Person who is a Competitor (as defined below) of the Company or any of its subsidiaries or to any Affiliate of such a Competitor (other than Transfers to the Company and its Affiliates). Notwithstanding clause (d), a Transfer to a Competitor may be permitted under Section 2.1.4 (d) solely if such Transfer (i) is made in connection with the exercise of a Tag-Along Right pursuant to Section 2.5 or in connection with the exercise of a Drag-Along Right pursuant to Section 2.6, in which event such sale may be effected only in accordance with Section 2.5 or Section 2.6, as applicable, or (ii) is made in accordance with all other terms of this Agreement and is made pursuant to a widely distributed, underwritten public offering registered under the Securities Act (or an underwritten offering pursuant to the exercise of such other Management Investors' piggyback registration rights pursuant to Section 3.1.1) or pursuant to a sale effected through an open market, nondirected broker's transaction pursuant to Rule 144 in which the seller does not know that the buyer is a Competitor. "COMPETITOR" shall mean any Person that competes in a significant way with a substantial business of the Company or a Person that has a substantial investment in any such competing entity; provided that an institutional investor or its Affiliates that hold nonvoting debt or less than 5% of the publicly traded equity securities of any such Competitor as a passive portfolio investment shall not be a Competitor. For purposes of this provision, the good faith determination of a majority of the entire Board of Directors of the Company that a proposed Transferee is a Competitor, made within 30 days of written notice to the Board of Directors of the Company of the proposed Transfer, shall in all re...
Sample 1

Related to Prohibited Transfers; Transfers to Competitors

  • Prohibited Transfers The occurrence of any of the following Transfers will constitute an Event of Default under this Loan Agreement:

  • 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 to QIBs The following provisions shall apply with respect to the registration of any proposed transfer of a Note constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):

  • Transfers to Permitted Transferees Prior to the transfer of Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), the Executive shall deliver to Investors a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Units transferred to such Person will continue to be Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Units in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and Investors shall not record such transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.

  • Transfers to Non-U.S. Persons The following provisions shall apply with respect to any transfer of a Restricted Security to a Non-U.S. Person under Regulation S:

  • Certain Prohibited Transfers The Shareholder agrees not to, except as provided for in this Agreement or the Merger Agreement:

  • Prohibited Transfer Any purchase which causes Purchaser to be in violation of the terms of Section 2 above ("PROHIBITED TRANSFER") shall not be effected by Catalyst and shall be voidable at the option of Catalyst by their giving written notice to the transferor, his transferee and Purchaser. Each certificate representing Common Shares held by Purchaser shall be endorsed by the Company with a legend reading as follows: "THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A STANDSTILL AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER HEREOF (A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY), AND NO TRANSFER OF THE SHARES EVIDENCED HEREBY SHALL BE EFFECTIVE EXCEPT IN COMPLIANCE WITH THE TERMS THEREOF."

  • Prohibited Transferees Notwithstanding the foregoing, no Key Holder shall transfer any Transfer Stock to (a) any entity which, in the determination of the Board of Directors, directly or indirectly competes with the Company; or (b) any customer, distributor or supplier of the Company, if the Board of Directors should determine that such transfer would result in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier.

  • Exempted Transfers Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board, or (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, such Key Holder or by any such family members; provided that in the case of clause(s) (a) or (c), the Key Holder shall deliver prior written notice to the Company and the Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2.

  • 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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