Restrictions on Transfer or Assignment Sample Clauses

Restrictions on Transfer or Assignment. Notwithstanding any other provision of this Agreement, this Agreement shall not constitute a sale, conveyance, transfer, assignment or delivery of any interest in Assignor’s Intellectual Property, or any benefit arising thereunder or resulting therefrom if a sale, conveyance, transfer, assignment or delivery, or an attempt to make such a sale, conveyance, transfer, assignment or delivery thereof (i) without the consent of or notice to a third party would constitute a breach or violation of a contract, indenture, note or other agreement of Assignor or (ii) is restricted or prohibited by law. Any sale, conveyance, assignment, transfer or delivery to Assignee by Assignor of any interest in or to such Additional Transferred Asset is hereby made subject to such notice being given or consent or approval being obtained. In the event such consent or approval is not obtained, Assignor shall continue to use commercially reasonable efforts to obtain any such approval or consent until the earliest of (i) such time as such consent or approval has been obtained or (ii) the date Assignor determines that the third party will not provide its consent or approval. In the event Assignor determines that the third party will not provide its consent or approval, Assignor will cooperate with Assignee in any lawful and feasible arrangement to provide that Assignee shall receive such interest of Assignor in the benefits under any such Assignor’s Intellectual Property, including performance by Assignor as agent, if feasible; provided, however, that Assignee shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Assignee would have been responsible therefor if such consent or approval had been obtained.
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Restrictions on Transfer or Assignment. (a) No Member may (i) sell, transfer, assign, or otherwise dispose of its right, title or interest in the Company, or any portion thereof or any interest therein (including its rights to receive distributions of any amounts hereunder other than AHI Member Retained Fees and GXXX II Promote), to any other Person, or (ii) permit such Member’s right, title or interest in the Company (including its rights to receive distributions of any amounts hereunder) to be encumbered, hypothecated or pledged as collateral security for any obligation in favor of any other Person (any of the foregoing under clause (i) or clause (ii), a “Transfer”), in each case, without the express prior written approval of the Executive Committee, including the NSAM Designees (so long as the NSAM Designation Threshold is met). The restrictions of this Section 7.1 shall not apply and no consent of the Executive Committee shall ever be required for (x) any issuance or transfer of ownership interests in NSAM Parent, (y) any issuance or transfer of ownership interests by an Affiliate of NSAM Member to a wholly-owned Affiliate of NSAM Parent or (z) any direct or indirect transfer or sale of all or substantially all of the assets of NSAM Parent or any NSAM Parent merger, spinoff, consolidation, reorganization or similar transaction.
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Restrictions on Transfer or Assignment. The Subrecipient shall not assign or encumber directly or indirectly any interest whatsoever in this Agreement, and shall not transfer any interest therein (whether by assignment or novation), without the prior written consent of the Recipient. Any such consent given in any one instance shall not relieve the Subrecipient of its obligation to obtain the prior written consent of the Recipient to any further assignment.
Sample 1
Restrictions on Transfer or Assignment. The Beneficiary shall not assign, convey or otherwise transfer any of its right, title or interest in the Trust Estate or in any of the Participation Agreement, the Mortgage, the Lease, the Guaranty and Subordination Agreement and the Junior Mortgage (herein collectively called the "operative Documents" and each, individually, an "Operative Document") to which it is a party; provided, however, that subject to this Section 8.1 the Beneficiary may transfer to one or more other persons or entities (hereinafter in this Article VIII referred to as the "Transferees") all, or any part, of its right, title and interest as such Beneficiary in and to this Trust Agreement, the Trust Estate or such Operative Documents, subject to the condition that (i) each Transferee is a "citizen of the United States" as defined in 49 U.S.C. (S) 40102(a)(15), and has the requisite power and authority to enter into and carry out the transactions contemplated hereby, (ii) such transfer is consented to by each other Beneficiary, if any, (iii) the number of Beneficiaries shall not exceed five at any time, (iv) the Transferee enters into an agreement or agreements, in form and substance satisfactory to the Owner Trustee, the Loan Participant, the other Beneficiaries, if any, and the holders of more than 50% in aggregate unpaid principal amount of the Note then outstanding whereby the Transferee confirms that it shall be deemed a party to this Trust Agreement and a party to the Participation Agreement and agrees to be bound by all of the terms of, and to undertake all of the obligations of the transferor Beneficiary contained in this Trust Agreement and the Participation Agreement and to assume such transferor Beneficiary's obligations under this Trust Agreement and the Participation Agreement to the extent and as hereinafter provided and, if not otherwise amenable to service of process in a state of the United states, irrevocably appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent for service of process in connection with the Participation Agreement and this Agreement, (v) such transfer does not violate any provision of the Federal Aviation Act of 1958, as amended and recodified in Subtitle VII of Title 49 of the United States Code, or create a relationship which would be in violation thereof or violate any provisions of the Securities Act of 1933, as amended, and (vi) such Transferee is either a corporation which is a member of the same Affiliated Group...
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Related to Restrictions on Transfer or Assignment

  • 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 Transfer of Option This Agreement and the Option shall not be transferable otherwise than (a) by will or by the laws of descent and distribution or (b) by gift to any Family Member of the Optionee, and the Option shall be exercisable, during the Optionee’s lifetime, solely by the Optionee, except on account of the Optionee’s Permanent and Total Disability or death, and solely by the transferee in the case of a transfer by gift to a Family Member of the Optionee.

  • Restrictions on Transfer, Etc Shareholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer any Owned Securities or Beneficially Owned Securities, other than any Transfer to members of Shareholder’s immediate family or a family trust of Shareholder (each a “Permitted Transferee”), but only if, in each case, prior to the effectiveness of the Transfer, the Permitted Transferee of such Owned Securities or Beneficially Owned Securities agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement) and notice of such Transfer, including the name and address of the Permitted Transferee, is delivered to Parent pursuant to Section 6.1 hereof; provided that Transfers to minor children shall be to their legal custodians who have the capacity and authority to be bound by the terms hereof on behalf of such minor children; and provided, further, that Shareholder shall remain liable for the breaches of any Permitted Transferees of the terms hereof, (ii) tender any Owned Securities or Beneficially Owned Securities into any tender or exchange offer or (iii) grant any proxy with respect to the Owned Securities or Beneficially Owned Securities, deposit the Owned Securities or Beneficially Owned Securities into a voting trust, enter into a voting agreement with respect to any of the Owned Securities or Beneficially Owned Securities or otherwise restrict the ability of Shareholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Shareholder further agrees to authorize and request Parent and the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Owned Securities or Beneficially Owned Securities (other than in respect of Transfers expressly permitted by this Section 2.3) and that this Agreement places limits on the voting of the Owned Securities or Beneficially Owned Securities.

  • Restrictions on Transfer of Units Until the vesting of, and lapse of the restrictions applicable to, any Units and the delivery of Shares in payment therefor, Units may not be sold, transferred, pledged, exchanged, hypothecated or disposed of by you and shall not be subject to execution, attachment or similar process.

  • Restrictions on Transfer of RSUs Subject to Section 15 of the Plan, neither the RSUs evidenced hereby nor any interest therein or in the Common Stock underlying such RSUs shall be transferable prior to payment to the Grantee pursuant to Section 5 hereof other than by will or pursuant to the laws of descent and distribution.

  • 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.

  • Restrictions on Transfer of Stock The shares of Common Stock granted hereunder may not be sold, tendered, assigned, transferred, pledged or otherwise encumbered prior to the earliest of:

  • Registration Restrictions on Transfer 3 2.1 Restrictions on Transfer......................................................3

  • Restrictions on Transfer of Shares No shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Optionee), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Option Agreement and, except pursuant to an Ownership Change Event, until the date on which such shares become Vested Shares, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

  • Other Restrictions on Transfer The restrictions on Transfer contained in this Agreement are in addition to any other restrictions on Transfer to which a Stockholder may be subject, including any restrictions on transfer contained in any equity incentive plan, restricted stock agreement, stock option agreement, stock subscription agreement or other agreement to which such Stockholder is a party or instrument by which such Stockholder is bound.

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