Prohibition on Certain Transfers. Except as specifically permitted by the Credit Documents and this Agreement, no Shareholder shall Transfer any interest in its Shares or its Subordinated Shareholder Loans prior to the Stage 2 Completion Date. Nor shall any Party, without the written consent of the other Parties or except in the case of a Transfer pursuant to Section 5.4, 5.7 or 5.8, make any Transfer of less than all of its Shares to a single transferee as a result of which either the transferring Party or its transferee shall own less than five percent (5%) of all Shares of PTSC then issued.
Prohibition on Certain Transfers. Notwithstanding any provision in this Section 17 to the contrary, no portion of a Membership Interest may be assigned or transferred (except pursuant to Section 17(b)(l)) if the assignment or transfer would result in a termination described in Section 708(b) of the Code.
Prohibition on Certain Transfers. Each Stockholder agrees that it will not knowingly sell, assign, transfer, exchange, gift, devise, pledge, hypothecate, encumber or otherwise alienate or dispose of any Shares now owned by such Stockholder or owned by him during the term of this Agreement, or any right or interest therein, where the ultimate transferee either (i) engages in or has a financial interest in, any business which is competitive with the business of the Company or any of its affiliates, including but not limited to the Business or (ii) is in the process of making or contemplating making an offer to purchase the outstanding Common Stock of the Company or all or substantially all of the assets of the Company.
Prohibition on Certain Transfers. So long as no Event of Default has occurred and is continuing and so long as Tenant is in full compliance with the terms of the Master Lease and this Lease, Landlord will not transfer the ownership of, or mortgage its interest in, the Leased Property to any Person whose primary business is the operation of similar correctional or detention facilities, without the prior written consent of Tenant, which consent may be withheld in Tenant's sole discretion.
Prohibition on Certain Transfers. Except as specifically provided herein, no Shareholder shall Transfer any interest in its Shares or its Subordinated Loans prior to the Production Date. Nor shall any Party, without the written consent of the other Parties or except in the case of a Transfer pursuant to Section 5.4 or 5.8, make any Transfer as a result of which either the transferring Party or its transferee shall own less than five percent (5%) of all Shares of the Project Company then issued.
Prohibition on Certain Transfers. (a) During the Catch-Up Period, Carrizo may not Transfer any of its interest in the Properties dedicated pursuant to Section 2.1 to any Person without the prior written consent of Investor LLC, except to any wholly owned Subsidiary of COGI or any Permitted Pledge Transfer. Following the Catch-Up Period, Transfers by Carrizo shall be subject to Sections 4.2(a) and 4.3(a), except for Transfers to any wholly owned Subsidiary of COGI or in the case of a Permitted Pledge Transfer. Transfers of limited liability company interests in Carrizo and other transactions that constitute a Proposed Equity Tag-Along Sale shall be subject to Section 4.2(b) or Section 4.3(b), as applicable.
(b) During the Catch-Up Period, Investor LLC may not Transfer any of its interest in the Properties dedicated pursuant to Section 2.1 to any Person without the prior written consent of the Carrizo Parties, except in the case of a Permitted Pledge Transfer. Without the prior written consent of the Carrizo Parties (which may not be unreasonably withheld), Investor LLC may not Transfer any of its interest in the Properties to any Avista Controlled Entity. Following the Catch-Up Period, Transfers by Investor LLC shall be subject to Sections 4.2(a) and 4.3(a), except for Transfers to any Avista Controlled Entity with the prior written consent of the Carrizo Parties (which may not be unreasonably withheld) or any Permitted Pledge Transfer. Transfers of limited liability company interests in Investor LLC and other transactions that constitute a Proposed Equity Tag-Along Sale shall be subject to Section 4.2(b) or Section 4.3(b), as applicable.
(c) Prior to the Property Transfer Effective Date, any encumbrance or security interest created by the Carrizo Parties or Investor LLC in the Properties (including any Permitted Pledge) shall provide that the lienholder’s rights are expressly subordinated to the beneficial interest of the Carrizo Parties or Investor LLC, as the case may be, in the Properties as set forth in Section 2.3(b). Promptly following receipt, the Carrizo Parties shall provide Investor LLC a copy of any notification of default under any agreement governing any material funded debt of Carrizo or any of its Affiliates that are “Restricted Subsidiaries” (as such term may be defined in COGI's senior secured revolving credit facility or other similar commercial financing agreement), the result of which default is to cause, or permit the holder or holders thereof to cause, such debt to be...
Prohibition on Certain Transfers. Parent shall enter into, concurrently with the Closing, a separate letter agreement substantially in the form attached hereto as Exhibit B with each of the Equity Investors, MSDC Investor and the MD Investors. For so long as any Microsoft Holders hold any Notes, Parent hereby agrees to enforce its rights under each such letter agreement and shall refuse to register any sale, exchange, assignment, pledge, hypothecation, gift or other transfer, disposition or encumbrance in breach of such letter agreement. Parent hereby undertakes and agrees not enter into any other stockholders or similar agreement inconsistent with this Section 4.11.
Prohibition on Certain Transfers. Notwithstanding anything to the contrary provided in this Article 12, no Member may Transfer all or part of its Interest, or permit the Transfer of any direct or indirect ownership interests in such Member, and any Transfer or purported Transfer shall be null and void and the Company shall not recognize the transferee, purported transferee, or purported beneficial owner of such Interest as a direct or indirect holder of an Interest in the Company for any purpose, if the Administrative Member determines that such action would (a) violate, or require registration or qualification under, applicable federal, state, or foreign securities laws; (b) cause any of the representations, warranties or covenants set forth in Article 4 to be untrue, incorrect or incomplete in any material respect with respect to the transferee (including, without limitation, violation of any Anti-Terrorism Laws, or status as a Prohibited Person), (c) in the case of a direct transfer, create a material risk of adverse tax consequences to any Member (other than to the transferor and transferee), (d) require the filing of, or create a material risk of adverse consequences by not filing, a voluntary notice with the Committee on Foreign Investment in the United States ("CFIUS") in connection with such Transfer, (e) cause the Company to be in breach of or default under the terms of any Loan Documents, or (f) threaten or result in a liquidation of the Company. Prior to effecting any Transfer of an Interest, the transferor shall provide reasonable assurances to the Company that the proposed Transfer would not cause the consequences described in this Section 12.4.
Prohibition on Certain Transfers. Except as specifically permitted by the Credit Documents and this Agreement, no Shareholder shall, without the written consent of the other Shareholders or except in the case of a Transfer pursuant to Section 5.4, 5.7 or 5.8, make any Transfer of less than all of its Shares to a single transferee as a result of which either the transferring Shareholder or its transferee shall own less than five percent (5%) of all Shares of PTS then issued.
Prohibition on Certain Transfers. For a period of two (2) years from the date of this Agreement, IOMED shall not, without the prior written consent of Ciba, make a Prohibited Transfer of any, shares of Common Stock (or securities convertible into, exchangeable for or otherwise entitling the holder thereof to receive shares of Common Stock) now owned or hereafter acquired by it.
