RESTRICTIONS ON THE TRANSFER OF Sample Clauses

RESTRICTIONS ON THE TRANSFER OF. PARTICIPATIONS (i) Unless otherwise expressly approved by all of the other Parties, no Party may Transfer (as defined below) any participations or any interest or right therein prior to the obtention by FMCS of either or both of the Licenses, and thereafter except in compliance with the terms and conditions of this Agreement, including without limitation, satisfaction of the following conditions: a) no Transfer shall be made other than pursuant to a written BONA FIDE offer by a third party to acquire any or all of the participations by means of a Transfer from a Party (hereinafter, the "THIRD PARTY OFFER"); b) no Transfer shall be made where the transferring Party and transferee agree in connection therewith that the transferor shall exercise any residual powers in the participations so transferred; and c) the transferee must agree to become subject to, and bound by, the obligations of the transferring Party under this Agreement, including, but not limited to, all of the restrictions on transferability of such participations. (ii) Any Transfer in contravention of any of the provisions of this Clause shall be void and of no effect, and the Parties agree that they shall always cause their representatives in the governing bodies of FMCS to take any action conducive to reject or not recognise said Transfer. (iii) In any event and as from the date of submission of the application for the Licences, no Party may transfer any participations of FMCS or any interest or right therein during the period of one (1) year from the date of awarding of any of the Licences and for the subsequent period of three (3) years, no Party may transfer any participations of FMCS or any interest or right therein unless such transfer is to another of the Parties and for a total percentage for such two Parties below 15% of FMCS capital. The Parties agree that in order to carry out any transfer between two Parties which exceed 15% of the capital of FMCS during such three (3) year period, they shall obtain prior authorisation from the relevant Spanish authorities. -20- <PAGE> For the purpose of this Agreement, Transfer means, in respect of a participation, any actual, attempted or purported sale, conveyance, assignment or other transfer of a participation, whether voluntary or involuntary, including any indirect sale or transfer pursuant to a merger or consolidation of or sale of a majority or more of the equity interests in a Party, but only if the primary purpose of such merger, consoli...
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Related to RESTRICTIONS ON THE TRANSFER OF

  • Restrictions on the Fund Neither you nor any beneficiary may sell, transfer, or pledge any interest in your Xxxx XXX in any manner whatsoever, except as provided by law or this agreement. The assets in your Xxxx XXX will not be responsible for the debts, contracts, or torts of any person entitled to distributions under this agreement.

  • Restrictions on Transfer (a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

  • Restrictions on Transfers (a) Except as provided in Section 4.8(e), notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed). The Partnership may issue stop transfer instructions to any Transfer Agent in order to implement any restriction on transfer contemplated by this Agreement.

  • Restriction on Transfer This Warrant and the rights granted to the holder hereof are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed assignment in the form attached hereto, at the office or agency of the Company referred to in Paragraph 7(e) below, provided, however, that any transfer or assignment shall be subject to the conditions set forth in Paragraph 7(f) hereof and to the applicable provisions of the Securities Purchase Agreement. Until due presentment for registration of transfer on the books of the Company, the Company may treat the registered holder hereof as the owner and holder hereof for all purposes, and the Company shall not be affected by any notice to the contrary. Notwithstanding anything to the contrary contained herein, the registration rights described in Paragraph 8 are assignable only in accordance with the provisions of that certain Registration Rights Agreement, dated June 30, 2006, by and among the Company and the other signatories thereto (the “Registration Rights Agreement”).

  • Restrictions on Resale The Awardee agrees not to sell any Shares at a time when Applicable Laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale. This restriction shall apply as long as the Awardee is a Service Provider and for such period after the Awardee's Termination of Service as the Administrator may specify.

  • Restrictions on Holders Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date.

  • Restrictions on Land transfer 6A Recognising that they are or will be receiving publicly funded land at nil consideration (which for the purposes of this transaction shall include leases granted at a peppercorn rent) the Company:

  • Restriction on Transfer, etc Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share certificates or other evidence of the escrow securities. If a Securityholder is a private company controlled by one or more principals (as defined in section 3.5 of the Policy) of the Issuer, the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure of the principals to the risks of holding escrow securities.

  • Restrictions on Testing If the Engineer will perform commercial laboratory testing under this contract, on any project the Engineer may not perform more than one of the following types of testing:

  • Certain Restrictions (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

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