Prohibition of Transfers Sample Clauses

Prohibition of Transfers. Neither Stockholder shall sell, assign, pledge, hypothecate or otherwise alienate, encumber or otherwise dispose of, in any manner, whether or not for consideration (hereinafter referred to as a "Transfer"), any of the Shares, except as expressly permitted by the terms of this Agreement. Any attempted issue or Transfer of Shares or other securities of the Corporation in violation of this Agreement shall not be recognized and shall be deemed void ab initio. The foregoing provisions shall not, however, apply to any sale by a Stockholder in connection with the sale of all such Stockholder's assets to an entity or person not a party to this Agreement or to a wholly owned subsidiary of such Stockholder, provided such purchasing party agrees in writing to be bound by the terms and conditions hereof.
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Prohibition of Transfers. Subrecipient acknowledges and agrees that the qualifications and identity of Subrecipient is of particular importance and concern to City. Subrecipient further acknowledges and agrees that City has relied and is relying on the specific qualifications and identity of Subrecipient in entering into this Agreement and City would not have entered into this Agreement, but for the specific qualifications and identity of Subrecipient. As a consequence, Transfers by Subrecipient are only permitted with the prior written consent of City, in City’s sole and absolute discretion. Subrecipient will not create or permit to be made or created any Transfer, except in accordance with this Section 28.20, whether made or created voluntarily, involuntarily or by operation of law. Any Transfer made in contravention of this Section 28.20 shall be voidable at the election of City, in City’s sole and absolute discretion. Subrecipient acknowledges and agrees that the restrictions on Transfers set forth in this Section 28.20 are reasonable. Subrecipient agrees to reimburse City for all costs and expenses incurred by City in connection with City’s review of a proposed Transfer, including all Legal Costs and other Third Person consultant fees and expenses.
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Prohibition of Transfers. Except as provided in Section 9.2, no Venturer shall suffer or permit any transfer of or encumbrance upon such Venturer's interest in the Venture or any transfer of or encumbrance on any direct or indirect interest in such Venturer without the prior written approval of the Investor, in the case of transfers of 24 interests of or in the Operator or transferees of the Operator, or the Operator, in the case of transfers of or in the Investor or transferees of the Investor.
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Prohibition of Transfers. Borrower shall not, without the prior written consent of Lender, create, consent to, suffer or permit any Prohibited Transfer (as defined in the Deed of Trust) in violation of the Deed of Trust.
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Prohibition of Transfers. Except as permitted under Section 9.3 hereof, Borrower shall not, without the prior written consent of Lender, create, consent to, suffer or permit any Prohibited Transfer, as defined hereinbelow, nor enter into any agreement for any Prohibited Transfer. Any conveyance, sale, assignment, transfer, lease, lien, pledge, mortgage, security interest or other encumbrance or alienation of any of the following rights, properties or interests, or attempt to do any of the foregoing (a "Transfer"), or the execution of any contract to perform any such Transfer, without Lender's prior written consent shall constitute a Prohibited Transfer hereunder: (a) Any right, title or interest of Borrower in the Project or any part thereof; (b) All or any portion of the shares of stock in Borrower, Borrower's general partner, Borrower's limited partner, UHII, UDMC or UHI; or (c) Any right, property or interest, the Transfer of which would constitute an event of default under the Mortgage or any of the other Loan Documents, in each case whether any such Transfer is effected directly, indirectly, voluntarily or involuntarily, by operation of law or otherwise; provided, however, that the foregoing provisions of this Section 9.2 shall not apply to liens securing the Loan, or to the lien of current taxes and assessments not in default.
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Prohibition of Transfers. Borrower will not further convey or encumber the CDE Interest or any portion thereof in any way, other than a redemption of the CDE Interest in accordance with the terms and conditions of the CDE Agreement following the end of the NMTC Compliance Period. Except pursuant to the Fund Pledge Agreement, Borrower shall hold and maintain full, unencumbered title to the CDE Interest, and it shall keep the CDE Interest free and clear of all security interests and encumbrances whatsoever and shall not sell, assign, convey, contribute, pledge, hypothecate, encumber, or otherwise transfer in any manner, whether voluntarily or involuntarily, all or any portion of the CDE Interest, nor take any action (or fail to take any action) that may result in any charge, lien, or impairment of the CDE Interest, whether pursuant to the CDE Agreement (except as permitted above), by agreement with any other party, or by operation of law.Conduct of Business. Borrower shall maintain in full force and effect (a) its organizational existence, and (b) all licenses, bonds, franchises, leases, patents, contracts and other rights necessary to the profitable conduct of its business. Borrower shall exercise good faith in all activities relating to the conduct of the business of the Borrower, and the Borrower shall take no action with respect to the business and property of the Borrower which is not reasonably related to the achievement of the purpose of the Borrower as set forth in Borrower’s Operating Agreement. In addition, Xxxxxxxx shall use the proceeds of the Loan solely for the purposes described in this Agreement.‌
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Prohibition of Transfers. 52 23.5 High Capitalization Hospital Companies.................................................. 52 23.6 Certain Sale of Business Type Transactions.............................................. 53 23.7 Public Offering/Public Trading.......................................................... 54
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Prohibition of Transfers. Except as expressly permitted by Sections 23.1, 23.5, 23.6 and 23.7, or any of such Sections, Tenant shall not, without Landlord's prior written consent, which may be withheld in Landlord's sole and absolute discretion, either directly or indirectly or through one or more step transactions or tiered transactions, voluntarily or by operation of law, (i) assign, sublease, convey, sell, pledge, mortgage, hypothecate or otherwise encumber, transfer or dispose of all or any part of this Lease or Tenant's leasehold estate hereunder, (ii) convey, sell, assign, transfer or dispose of any stock or partnership, membership or other interests (whether equity or otherwise) in Tenant (which shall include any conveyance, sale, assignment, transfer or disposition of any stock or partnership, membership or other interests (whether equity or otherwise) in any Controlling Person(s)), if such conveyance, sale, assignment, transfer or disposition results, directly or indirectly, in a change in control of Tenant (or in any Controlling Person(s)), (iii) dissolve, merge or consolidate Tenant (which shall include any dissolution, merger or consolidation of any Controlling Person) with any other person, if such dissolution, merger or consolidation, directly or indirectly, results in a change in control of Tenant or in any Controlling Person(s), (iv) sell, convey, assign, or otherwise transfer all or substantially all of the assets of Tenant (which shall include any sale, conveyance, assignment, or other transfer of all or substantially all of the assets of any Controlling Person(s)), or (v) enter into or permit to be entered into any agreement or arrangement to do any of the foregoing or to grant any option or other right to any person to do any of the foregoing (each of the aforesaid acts referred to in clauses (i) through (v) being referred to herein as a "TRANSFER").
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Prohibition of Transfers. Except as provided in Section 9.2, no Partner shall suffer or permit any transfer of or encumbrance upon such Partner’s interest in the Partnership without (a) the prior written approval of Cabot, in the case of transfers of interests of the General Partner, or (b) the prior written approval of the General Partner, in the case of transfers of a Cabot Limited Partner. This section shall not apply to any transfers under the Put/Call Agreement.
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Related to Prohibition of Transfers

  • Limitation of Transactions So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

  • Registration of Transfers The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

  • Documentation of Transfers You can receive a transaction receipt at the time you make any transfer to, from, or between your account(s) using an ATM. · If you have arranged to have direct deposits (which are electronic funds transfers as described in Section 4) made to your asset account(s) at least once every 60 days from the same person or company, the person or company making the deposit will tell you every time they send us the money. You may visit any branch, call us at 000-000-0000 or 000-000-0000, or access your transaction history via ComputerLine, MoneyLine, Green on the Go® for mobile, or the MSUFCU Mobile app to find out whether the deposit has been made. · You will get a statement every month if you have authorized any electronic funds transfer service described in Section 4. If no electronic funds transfer occurs in a particular calendar quarter, you will still receive a statement for that quarter. However, for an asset account to which you have authorized no electronic funds transfers other than preauthorized credits, you will get a statement quarterly. On any account considered dormant, a statement will be sent to you annually. · Periodic statements we send you on accounts that are subject to electronic funds transfers described in Section 4 and transaction receipts issued by an ATM are admissible evidence. · Your right to documentation as set forth above in this section does not apply when the electronic funds transfer occurs outside of the United States.

  • Timing of Transfers Transfers pursuant to this Article XI may only be made upon three (3) Business Days prior notice to the General Partner, unless the General Partner otherwise agrees.

  • DESCRIPTION OF TRANSFER Categories of data subjects whose personal data is transferred Categories of personal data transferred Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis). Nature of the processing Purpose(s) of the data transfer and further processing The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

  • Effect of Transfer If Landlord consents to a Transfer, (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified, (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit.

  • Definition of Transfer A transfer is a change in the employee's work location and supervision to a position of equal classification.

  • Right to Receive Documentation of Transfers If you arrange to have direct deposits made to your Account at least once every sixty (60) days from the same person or company, you can call your Financial Advisor to verify such deposits. In addition, you will receive a periodic account statement (in accordance with Section 16 of the Client Agreement) that will show all activity in your Account, including any Transfer.

  • Registration of Transfers of Receipts The Company hereby appoints the Depositary as the Registrar and Transfer Agent for the Receipts and the Depositary hereby accepts such appointment and, as such, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the holder in person or by a duly authorized attorney, agent or representative, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement and including a guarantee of the signature thereon by a participant in a signature guarantee medallion program approved by the Securities Transfer Association (a “Signature Guarantee”), together with evidence of the payment of any transfer taxes as may be required by applicable law. Upon such surrender, the Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the person entitled thereto evidencing the same aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered.

  • Registration of Transfer The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

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