Restrictions on Transferability of Interests. From and after the Closing Date, neither NYBE nor WCCI shall transfer its ownership interest in the Project Facility except to the other party; provided, however, that either party may transfer a portion of its interest to an Affiliate prior to the exercise of a put or call option pursuant to Section 3.11 so as to preserve the existence of the Project Entity following such purchase. A transfer means any disposition of an interest or any interest therein, including, without limitation, any sale, gift, assignment, pledge or encumbrance, whether such disposition occurs voluntarily, by operation of law or otherwise.
Restrictions on Transferability of Interests. From and after the Closing Date, neither SGH-SUB, JOINT VENTURE PARTNER or any JOINT VENTURE PARTNER Affiliate shall transfer its ownership interest in any Project Entity except to the other party; provided, however, that SGH-SUB may transfer a portion of its interest to an Affiliate prior to the exercise of a put or call option pursuant to Section 3.8 so as to preserve the existence of the Project Entity following such purchase. A transfer means any disposition of an interest or any interest therein, including, without limitation, any sale, gift, assignment, pledge or encumbrance, whether such disposition occurs voluntarily, by operation of law or otherwise. The organizational documents of JOINT VENTURE PARTNER shall provide at all times that the beneficial ownership interests of each beneficial owner shall be subject to a right of first refusal in favor of JOINT VENTURE PARTNER, and to the extent not exercised then to the other owners of JOINT VENTURE PARTNER, and then to the extent not exercised to SGH-SUB. Further, at the time of each Closing, JOINT VENTURE PARTNER shall obtain from each such owner, written assurance in a form acceptable to SGH-SUB, that such owner is not subject to any litigation, arbitration, proceeding, governmental investigation, citation or action of any kind pending, or to the knowledge of such Person, proposed or threatened against them which could have a material adverse effect on the transactions contemplated hereby.
Restrictions on Transferability of Interests. Although the Company is a reporting company under Section 12 of the 1934 Securities and Exchange Act, Overlake realizes that the Stock in the Company is not, and will not be, registered under the Securities Act of 1933, as amended (the "Act") or under the securities laws of any state. Overlake also understands that the Company has not agreed to register the Stock in the Company for distribution in accordance with the provisions of the Act or any applicable state securities laws, and that the Company has not agreed to comply with any exemption under the Act or any such laws for the resale of the Stock in the Company. Hence, Overlake understands that by virtue of the provisions of certain rules relating to "restricted securities" promulgated under the Act, the interest in the Company which Overlake has subscribed for hereby must be held indefinitely, unless and until subsequently registered under the Act and applicable state securities laws or unless an exemption from registration is available, in which case Overlake may still be limited with respect to the extent to which such interest may be transferred.
Restrictions on Transferability of Interests. From and after the date hereof, neither ALS nor ALE shall transfer any of its Percentage Interest in any ALS-Northeast Entity except to the other party or pursuant to the Collateral Assignment Agreement; provided, however, that ALS may transfer a nominal portion of its Percentage Interest in a Project Entity to an ALS Affiliate prior to the exercise and closing of a Put or Call Option solely to preserve the existence of such Project Entity following such purchase. Any purported transfer prohibited by this Section 3.11 shall be void ab initio, and shall be deemed a breach of both this Agreement and the Operating Agreement of the applicable ALS-Northeast Entity. A transfer means any disposition of a Percentage Interest, including, without limitation, any sale, gift, assignment, pledge or encumbrance, whether such disposition occurs voluntarily, by operation of law or otherwise. A transfer shall be deemed to have occurred by ALE in violation of the foregoing restriction if a combination of Messrs. Michxxx X. Xxxxxxx, Xxchxxx
Restrictions on Transferability of Interests. No Member shall have any right to sell, transfer, or assign an interest in the Company without the written consent and approval of all of the Managing Member. The purchaser, transferee, or assignee of an interest in the Company shall not become a Member of the Company except as provided for in Section 6.2 hereof.
Restrictions on Transferability of Interests. Neither ALS nor HCR shall transfer its ownership interest in DEVCO except to the other Party or to one of the transferring party's wholly-owned Affiliates. For purposes of this Section 8.1, a "transfer" means any disposition of an interest or any interest therein, including, without limitation, any sale, gift, assignment, pledge or encumbrance, whether such disposition occurs voluntarily, by operation of law or otherwise; provided, however, that transfer shall not include a merger, consolidation or other business combination of a Party with or into another Person or the sale or disposition of all or substantially all of the assets of a Party (in one or a series of transactions).
Restrictions on Transferability of Interests. From and after the date hereof, neither ALS nor ALE shall transfer any of its Percentage Interest in any ALS-Northeast Entity except to the other party or pursuant to the Collateral Assignment Agreement; provided, however, that ALS may transfer a nominal portion of its Percentage Interest in a Project Entity to an ALS Affiliate prior to the exercise and closing of a Put or Call Option solely to preserve the existence of such Project Entity following such purchase. Any purported transfer prohibited by this Section 3.11 shall be void ab initio, and shall be deemed a breach of both this Agreement and the Operating Agreement of the applicable ALS-Northeast Entity. A transfer means any disposition of a Percentage Interest, including, without limitation, any sale, gift, assignment, pledge or encumbrance, whether such disposition occurs voluntarily, by operation of law or otherwise. A transfer shall be deemed to have occurred by ALE in violation of the foregoing restriction if a combination of Messrs. Michxxx X. Xxxxxxx, Xxchxxx X. Xxxxxxx xxx Mark X. Xxxxxxx (xx, upon their respective deaths, their Family Members) and trusts for the benefit of Michxxx X. Xxxxxxx, Xxrk X. Xxxxxxx xxx their sisters and their respective children cease to control ALE (a "ALE Change in Control") and any transfers of interests in ALE that do not result in a ALE Change in Control shall not be prohibited by this Section 3.11. No change or changes in ownership of ALS shall be deemed to be a transfer by ALS in violation of this Section 3.11.
