Restricted Transfer. (a) No Member will directly or indirectly Transfer any Unit or Units (including all or any portion of any Management Incentive Unit) or all or any part of the economic or other rights that comprise such Member’s interest in the Company except (i) Transfers to a Permitted Transferee in compliance with this Article VIII, (ii) with the prior written consent of the Managing Member, (iii) a Permitted Pledge Transfer or (iv) solely in the case of a limited partner in an investment fund that indirectly holds Units, indirect Transfers of Units by such limited partner in connection with the Transfer of its interest in the applicable investment fund. Any attempted Transfer not in compliance with the terms of this Article VIII will be null and void and the Company will not in any way give effect to any such Transfer. In addition to the foregoing, no Member will, and each Member will cause its Affiliates not to, circumvent the provisions of this Agreement by Transferring (or permitting the Transfer of) its securities or any entity whose primary purpose is to hold (directly or indirectly) Units unless such Transfer is otherwise in compliance with the terms of this Article VIII.
(b) Any Member who assigns any Units or other interest represented by such Units in the Company (any such Member, an “Assignor”) in accordance with this Article VIII will cease to be a Member of the Company with respect to such Units or other interest represented by such Units and will no longer have any rights or privileges of a Member with respect to such Units or such portion of its interest represented by such Units (but will still be bound by this Agreement in accordance with this Article VIII, subject to Section 8.03), including the power and right to vote (in proportion to the extent of the interest Transferred) on any matter submitted to the Members, and, for voting purposes, such interest will not be counted as outstanding in proportion to the extent of the interest Transferred unless and until the Transferee is admitted as a Member in accordance with Section 8.03.
(c) Subject to the terms of this Article VIII, any Person who acquires in any manner whatsoever any Interest (any such Person, an “Assignee”), irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, will be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all of the terms, conditions and obligations (but...
Restricted Transfer. Any attempt to Transfer or encumber any shares of WRG Common Stock that is considered a Transfer in violation of the Transfer Restrictions set forth in Section 4.1 above (a “Restricted Transfer”) or not in accordance with this Agreement shall be deemed null and void and neither the Stockholders, DSH nor any Transfer agent of such securities shall give any effect to such attempted Transfer or encumbrance in its stock records.
Restricted Transfer. Except for Permitted Transfers, no Partner shall Transfer all or any part of its Units, or the economic or other rights that comprise such Partner’s Interest, unless such Transfer is first approved by the General Partner. In no event will a Partner be permitted to Transfer all or any of its Units, or all or any part of the economic or other rights that comprise such Partner’s Interest, to a Competing Business. Premier LP shall maintain a record of the ownership of Units which shall initially be as set forth on Exhibit 3.1 and which shall be amended from time to time to reflect Transfers of Units. Subject to restrictions on the transferability of Units as set forth herein, Units shall be Transferred by delivery to Premier LP of an instruction by the registered owner of a Unit requesting registration of Transfer of such Units and the recording of such Transfer in the records of Premier LP.
Restricted Transfer. The Stockholder agrees that he shall not sell, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, "transfer"), any of the Unvested Restricted Shares except for transfers pursuant to this Agreement.
Restricted Transfer. 8.1 When the transfer of personal data is a Restricted Transfer, it shall be performed in compliance with the Applicable Data Protection Law. The Customer agrees that where the Processor engages a Subprocessor in accordance with Clause 7 of this DPA for the provision of Services and those involve a Restricted Transfer of personal data, the Processor and the Subprocessor can ensure compliance with Applicable Data Protection Law (i) e.g., by using the SCCs and where legally required; (ii) supplementary contractual, organisational and technical measures to provide a sufficient level of data protection.
Restricted Transfer. Any attempt to Transfer or encumber any Merger Securities that is considered a Transfer in violation of the provisions set forth in Section 4.1 above (a “Restricted Transfer”) or not in accordance with this Agreement shall be deemed null and void and neither the Stockholder, DSKX nor any Transfer agent of such securities shall give any effect to such attempted Transfer or encumbrance in its stock records.
Restricted Transfer. Except for Transfers pursuant to Section 11.2 to a Permitted Transferee and pursuant to Section 12.1, 12.2, 12.3, 12.5 or 12.6, no Member shall Transfer all or any part of its Units, or the economic or other rights that comprise such Member’s Interest, unless such Transfer is first approved by the Board of Managers, which approval may be granted or withheld in the sole discretion of the Board of Managers. In no event will a Member be permitted to Transfer all or any of its Units, or all or any part of the economic or other rights that comprise such Member’s Interest, to a Competing Business. The Company shall maintain a record of the ownership of Units which shall, initially, be as set forth on Exhibit 3.1 and which shall be amended from time to time to reflect transfers of ownership of Units. Subject to restrictions on the transferability of Units as set forth herein, Units shall be transferred by delivery to the Company of an instruction by the registered owner of a Unit requesting registration of transfer of such Units and the recording of such transfer in the records of the Company.
Restricted Transfer. Gorlin agrees that PESI may refuse to permit the sale, transfer or disposition of any of the Shares or the Warrant received by Gorlin unless there is in effect a registration statement under the Securities Act and any applicable state securities law covering such transfer or Gorlin furnishes an opinion of counsel or other evidence, reasonably satisfactory to counsel for PESI, to the effect that such registration is not required.
Restricted Transfer. Restricted Transfer means a transfer of Personal Data from Customer or its Affiliate to Provider or its Affiliate, where such transfer would be prohibited by Applicable Data Protection Laws in the absence of an approved adequacy means for data protection such as the Standard Contractual Clauses;
Restricted Transfer. If a buy-sell agreement, right of first refusal agreement or other agreement restricting transfer of Common Stock is in effect when this Option is exercised and such agreement covers all shares of Common Stock of the Company outstanding immediately prior to such exercise, then each Optionee shall become a party to such agreement as a condition to the exercise of this Option as to such Optionee.
