Restriction on Dispositions of Interests Sample Clauses

Restriction on Dispositions of Interests. (a) Dispositions of Garnet Preferred Member Interest. Except as provided in Article XI or Section 13.15, the Garnet Preferred Member shall not Dispose of (other than by a retirement or redemption) all or any portion of its Garnet Preferred Member Interest or withdraw from Garnet without the prior written consent of the Garnet Common Member in its sole discretion; provided, however, that (1) following the occurrence of a Note Trigger Event, Specified Equity Event, Shareholder Trigger Event or, after the repayment in full of the Outstanding Notes, an acceleration of the New Notes as a result of a New Indenture Event of Default, or (2) during the Extension Period, no such consent shall be required in connection with the Disposition by the Garnet Preferred Member of its Garnet Preferred Member Interest to a Qualified Holder at any time after (x) if the Outstanding Notes and New Notes have not been paid in full, the occurrence of the applicable Asset Remedy Standstill Expiration Date or, in the case of a Specified Equity Event, the earliest of the Special Management Replacement Date, the date on which an Asset Remedy Notice becomes effective in accordance with Section 11.3(a) or the date on which a Liquidation Notice becomes effective under Section 12.10, or (y) if the Outstanding Notes and New Notes have been paid in full, the earlier of a Specified Equity Event and the expiration of the Asset Sale Standstill Period, as applicable, for such Disposition. Following any such Disposition by the Garnet Preferred Member of its entire Garnet Preferred Member Interest in Garnet, the Garnet Preferred Member shall be deemed withdrawn from Garnet as a Garnet Preferred Member. Upon any Disposition, in whole or in part, made in accordance with this Section 10.1(a), the transferee of such Garnet Interest will be admitted as a Garnet Preferred Member without further action or consent by any other Member.
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Restriction on Dispositions of Interests. (a) Dispositions of Diamond Class A Member Interest. Except as provided in Article XI or Section 13.15, the Diamond Class A Member shall not Dispose of (other than by a retirement, repurchase or redemption) all or any portion of its Diamond Class A Member Interest or withdraw from Diamond without the prior written consent of the Diamond Class B Member (or, if EPED B is not the Managing Member of the Diamond Class B Member, the prior written consent of EPED B) in its sole discretion; provided, however, that during the Extension Period, no such consent shall be required in connection with the Disposition by the Diamond Class A Member of its Diamond Class A Member Interest to a Qualified Holder at any time after the Asset Sale Standstill Period for such Disposition shall have expired. Following any such Disposition by Investor of its entire Diamond Class A Member Interest, Investor shall be deemed withdrawn from Diamond as a Diamond Class A Member. Upon any Disposition, in whole or in part, made in accordance with this Section 10.1(a), the transferee of such Diamond Interest will be admitted as a Diamond Class A Member without further action or consent by any other Member.
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Restriction on Dispositions of Interests. (a) Dispositions of Class A Member Interest. Except as provided in Article XI or Section 13.15, the Class A Member shall not Dispose of (other than by a retirement or redemption) all or any portion of its Class A Member Interest or withdraw from Chaparral without the prior written consent of the Primary Class B Member in its sole discretion; provided, however, that no such consent of the Primary Class B Member shall be required in connection with the Disposition by the Class A Member of its Class A Member Interest to a Qualified Holder at any time (x) after (i) the occurrence of a Limestone Note Trigger Event or (ii) the occurrence of a Specified Equity Event or (y) during the Earn-Out Period. Following any such Disposition by Limestone of its entire Class A Member Interest in Chaparral, Limestone shall be deemed withdrawn from Chaparral as a Class A Member. Upon any Disposition, in whole or in part, made in accordance with this Section 10.1(a), the transferee of such Interest will be admitted as a Class A Member of Chaparral without further action or consent by any other Member.
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Restriction on Dispositions of Interests 
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Related to Restriction on Dispositions of Interests

  • Restrictions on Dispositions Shareholder agrees that, from and after the date of this Agreement and through the Effective Time, he or she will not take any action that will alter or affect in any way the right to vote the Shares, except (i) with the prior written consent of Bancorp or (ii) to change such right from that of a shared right of Shareholder to vote the Shares to a sole right of Shareholder to vote the Shares.

  • Restrictions on Disposition The Stockholder hereby agrees, except as permitted in this Section 4(a) and Section 4(b) below, not to directly or indirectly, offer to sell, contract to sell, transfer, assign, cause to be redeemed or otherwise sell or dispose of any of the Parent Shares (collectively a "Disposition") received by the stockholder in connection with the Merger without the prior written consent of Cordiant. Notwithstanding anything to the contrary provided in this Agreement, the Stockholder shall have the right to transfer Parent Shares (i) to any Family Member, (ii) to the trustee or trustees of a trust solely (except for remote contingent interests) for the benefit of the Stockholder and/or one or more Family Members and/or a charitable organization (a "Family Member Trust"), (iii) to a foundation created or established by the Stockholder, or any other charitable organization, (iv) to a corporation of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding capital stock, (v) to a limited liability company of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding membership interests, (vi) to a partnership of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the partnership interests, (vii) to the executor, administrator or personal representative of the estate of the Stockholder or any other Family Member, or (viii) to any guardian, trustee or conservator appointed with respect to the assets of the Stockholder, provided, that in the case of any such transfer, the transferee shall execute an agreement to be bound by the terms of this Agreement (each such transfer, a "Permitted Transfer" and, collectively, the "Permitted Transfers"). For purposes of this Agreement, "Family Member" shall mean (a) the Stockholder's spouse, if living with the Stockholder, (b) any one of the following: the Stockholder's father, mother, issue, brother or sister, and the issue of a brother or sister, and (c) the spouse of any Family Member described in (b) above, if the spouse shall be living with that Family Member. The Stockholder hereby agrees and consents to the entry of stop transfer instructions with Cordiant's transfer agent against the transfer of such Parent Shares except in compliance with this Agreement. Notwithstanding the foregoing, the Stockholder may pledge, hypothecate or otherwise grant a security interest in all or a portion of the Parent Shares beneficially owned by him during the term of this Agreement; provided, however, that any Person receiving such Parent Shares shall be subject to all of the restrictions on Disposition of such Parent Shares imposed by this Agreement to the same extent as the Stockholder.

  • Limitations on Dispositions of Collateral The Debtor will not sell, transfer, lease, or otherwise dispose of any of the Collateral, or attempt, offer or contract to do so other than dispositions of Inventory in the ordinary course of the Debtor’s business; provided, however that the Debtor will be allowed to grant licenses to its products and related documentation in the ordinary course of business and to establish or provide for escrows of related intellectual property in connection therewith.

  • Limitations on Disposition No Grantor will sell, license, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted by the Credit Agreement.

  • Limitation on Disposition of Property Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

  • Restriction on Distributions (a) No distribution shall be made if, after giving effect to the distribution:

  • Further Limitations on Disposition The Purchaser further agrees not to make any disposition directly or indirectly of all or any portion of the Shares unless and until:

  • Limitation on Restrictions on Distributions from Restricted Subsidiaries (a) The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

  • Restrictions on Distributions No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any distributions to the Company or the Operating Partnership or from making any other distribution on such subsidiary’s equity interests, except (A) pursuant to the agreements set forth in Exhibit E and (B) as described in the Registration Statement and the Prospectus and as prohibited by applicable law.

  • Limitation on Disposition of Assets The Company is, subject to certain conditions, obligated to make an offer to purchase Securities at 100% of their principal amount plus accrued and unpaid interest to the date of repurchase with certain net cash proceeds of certain sales or other dispositions of assets in accordance with the Indenture.

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