Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 6 contracts
Samples: Series C Preferred Securities Purchase Agreement (Constellation Alpha Capital Corp.), Warrant Agreement (Constellation Alpha Capital Corp.), Warrant Agreement (DermTech, Inc.)
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02, and subject to Section 5(b8.01(b), this Warrant may not be transferred Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or assigned in whole any other agreement between such Partner and the Partnership, PubCorp or in part any of their controlled Affiliates, without the Company’s prior written consent approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (which and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be unreasonably withheld)considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement.
(b) Except as otherwise expressly provided herein, and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission it shall be void. Any transfer a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that:
(i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and
(ii) the Transfer shall comply with all Applicable Laws.
(c) Notwithstanding any other provision of this WarrantAgreement to the contrary, the Shares no Limited Partner shall directly or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of indirectly Transfer all or any portion part of the Securities, its Units (or any beneficial right or economic interest thereinpertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under such Limited Partner provides the Securities Act covering General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed disposition Transfer and such disposition is made in accordance with such registration statement, or
(ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (Awhen combined with any other Transfer) such Holder could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder.
(d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall have given prior written notice be subject to the Company provisions of such Holder’s intention to make such disposition Section 3.01 and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesSection 3.02.
Appears in 6 contracts
Samples: Limited Partnership Agreement (TPG Inc.), Limited Partnership Agreement (TPG Inc.), Limited Partnership Agreement (TPG Partners, LLC)
Restrictions on Transfers. Subject to Section 5(b), this Warrant (a) No Member may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its Interest without the Securitiesexpress written consent of the Majority-In-Interest of the Members. Notwithstanding the foregoing, any Member may transfer such Member’s economic interest in such Member’s Interest (but not any rights to vote, consent, approve, or any beneficial interest therein, unless and until otherwise participate in the transferee thereof has agreed in writing for the benefit management of the Company Company, which rights shall remain vested in the transferor Member) to take and hold such Securities subject to, and to be bound by, a transferee that is an Affiliate of the terms and conditions set forth in this Warranttransferring Member, to the same extent as if Member’s estate, or to one or more members of the Member’s immediate family (spouse, ancestors, and descendants) or a trust for their benefit, for estate planning purposes; provided, however, that any such transfer shall give the transferee were only the original Holder hereunderright to receive distributions and the income, andgain and loss allocable to such Member’s Interest to which such Member would otherwise be entitled, and the transferor, each transferee, and the economic interest so transferred shall remain subject to this Agreement.
(ib) there Any transferee of an Interest who is then in effect not already a registration statement under Member shall become a substituted Member only upon executing a signature page or Joinder Agreement to this Agreement, as determined by the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description Majority-In-Interest of the manner Members. Upon such execution, the transferee of an Interest shall become a substituted Member. Unless and circumstances until a transferee is admitted as a substituted Member, at the discretion of the proposed dispositionMajority-In-Interest of the Members, (B) the transferee shall have confirmed no right to the satisfaction exercise any of the Company in writingpowers, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resalerights, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration privileges of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities Member hereunder. A Member who has transferred its entire Interest in accordance with Section 9.2 to a transferee hereunder shall cease to be a Member upon the terms effective date of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancessuch transfer and thereafter shall have no further powers, rights, and privileges as a Member hereunder.
Appears in 6 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02, and subject to Section 5(b8.01(b), this Warrant may not be transferred Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Member or assigned in whole any other agreement between such Member and the Company, RocketCo or in part any of their controlled Affiliates, without the Company’s prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (which and a breach of this Agreement by such Member) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article VIII, (i) the Exchange Agreement shall govern the exchange of Paired Interests for shares of Class A Common Stock or Class B Common Stock, and an exchange pursuant to and in accordance with the Exchange Agreement shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer considered a “Transfer” for purposes of this WarrantAgreement, (ii) the Shares or the common stock issuable upon certificate of incorporation of RocketCo shall govern the conversion of Class B Common Stock to Class A Common Stock and the Shares conversion of Class D Common Stock to Class C Common Stock, and a conversion pursuant to and in accordance with the certificate of incorporation of RocketCo shall not be considered a “Transfer” for purposes of this Agreement, (iii) a Transfer of Registrable Securities (as such term is defined in the Registration Rights Agreement) in accordance with the Registration Rights Agreement shall not be considered a “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion Transfer” for the purposes of the SecuritiesAgreement and (iv) any other Transfer of shares of Class A Common Stock or Class B Common Stock shall not be considered a “Transfer” for purposes of this Agreement.
(b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company approved pursuant to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, andArticle VIII that:
(i) there is then in effect a registration statement under the Securities Act covering Transferor shall have provided to the Company prior notice of such proposed disposition and such disposition is made in accordance with such registration statement, orTransfer;
(ii) (A) such Holder the Transfer shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company comply with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and all Applicable Laws; and
(iii) not with respect to any Transfer of any Common Unit that constitutes a view toward distribution or resaleportion of a Paired Interest, and shall have confirmed concurrently with such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the CompanyTransfer, such Holder Transferor shall have furnished also Transfer to such Transferee the Companynumber of shares of Class C Common Stock or Class D Common Stock, at as the Holder’s expense and optioncase may be, either constituting the remainder of such Paired Interest (iwhich, as of the date hereof, would be one share of Class C Common Stock or Class D Common Stock, as the case may be).
(c) evidence reasonably satisfactory Notwithstanding any other provision of this Agreement to the contrary, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) to be classified as a “no actionpublicly traded partnership” letter from as that term is defined in Section 7704 of the Securities Code and Exchange Commission Regulations promulgated thereunder.
(d) Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject to the effect that the transfer provisions of such Securities without registration will not result in a recommendation by the staff of the Securities Section 3.01 and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesSection 3.02.
Appears in 5 contracts
Samples: Operating Agreement (Rocket Companies, Inc.), Operating Agreement (Rocket Companies, Inc.), Operating Agreement (Rocket Companies, Inc.)
Restrictions on Transfers. Subject The Purchaser acknowledges that the Purchased Shares have not been registered under the Securities Act and that the Purchased Shares are being sold to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which Purchaser pursuant to an exemption from registration under the Securities Act. The Purchaser agrees that it shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”1) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignmentsell, transfer, pledge assign, pledge, encumber or otherwise dispose of, whether for value, and whether directly or indirectly, any of the Purchased Shares or (2) enter into any agreements, option contracts, futures contracts, options on futures contracts, spot or forward contracts, caps, floors, collars or other disposition agreements to purchase or dispose of, whether directly or indirectly, the economic or other risks of all or any portion ownership of the SecuritiesPurchased Shares, or enter into any beneficial interest thereinother hedging arrangements in respect of its holding of the Purchased Shares (each of (1) and (2), unless and until a “Transfer”), unless:
(a) A registration statement providing for the transferee registration under the Securities Act of the Purchased Shares that would allow for a Transfer of the type proposed to be made by the Purchaser is declared effective by the Commission under the Securities Act, no stop order in respect thereof has agreed in writing for been issued by the benefit Commission and the Transfer will be valid and effective under applicable state securities laws of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, andUnited States of America;
(i) there The Transfer is then being made pursuant to an exemption from the registration requirements of the Securities Act or is otherwise permitted by the Securities Act and (ii) the Purchaser has, prior to the Transfer, delivered to the Seller (w) in effect the case of a Transfer (A) pursuant to an exemption from the registration statement requirements of the Securities Act provided by Rule 144 (or any successor provision) thereunder or (B) to any “accredited investor”, as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act covering pursuant to an exemption from registration thereunder (or any successor provision), an officer’s certificate certifying that such proposed disposition Transfer is undertaken in accordance with the applicable exemption, (x) a written legal opinion of counsel, addressed to the Seller and such disposition reasonably satisfactory to the Seller, stating that the Transfer is being made in accordance with such an exemption from registration statementunder, or is otherwise permitted by, the Securities Act, (y) a no-action letter from the Commission, in effect advising that the Commission will not recommend any enforcement action in relation to the Transfer, or (z) a written acknowledgment or concurrence by the Company that the Transfer is being made in accordance with an exemption from registration under the Securities Act; provided, that after the first anniversary of the date of this Agreement, the Purchaser shall have no obligations under clause (ii) of this Section 8(b); or
(iic) The Transfer is being made to an affiliate (Aas defined in the Securities Act) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances Purchaser, which affiliate is otherwise an “accredited investor” within the meaning of Regulation D under the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1Securities Act; provided, that the Securities are being acquired (i) solely for the transferee’s own account and Transfer is not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration in violation of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesany regulation thereunder.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Anglo American PLC), Stock Purchase Agreement (Anglo American PLC), Stock Purchase Agreement (Anglo American PLC)
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02 (only to the extent permitted by Section 5(b8.01(b), this Warrant may not be transferred Section 8.01(c), Section 8.01(d), Section 8.01(e), any underwriter lock-up agreement applicable to such Member, such Member’s Employee Equity Letter and/or any other agreement between such Member and the Company, Holdco, Pubco or assigned in whole or in part any of their Controlled Affiliates), without the Company’s prior written approval of the Manager, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent (on any matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which shall is not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under in compliance with the provisions of this Warrant without such permission Agreement shall be void. Any transfer deemed a Transfer by such Member of Units in violation of this WarrantAgreement (and a breach of this Agreement by such Member) and shall be null and void ab initio.
(b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that:
(i) the Shares Transferor shall have provided to the Company prior notice of such Transfer; and
(ii) the Transfer shall comply with all Applicable Laws and not result in any Regulatory Disqualification.
(c) Notwithstanding any other provision of this Agreement to the contrary, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto if, in the common stock issuable upon the conversion reasonable discretion of the Shares Manager, such Transfer would cause the Company (i) to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and the Regulations promulgated thereunder or (ii) require the Company to be registered as an investment company under the United States Investment Company Act of 1940 (the “SecuritiesInvestment Company Act”) must be in compliance with all applicable federal and state securities laws). The Holder agrees In addition, notwithstanding any provision of this Agreement to the contrary, to the extent the Units do not to make any salemeet the requirements of Treasury Regulation Section 1.7704-1(h), assignment, transfer, pledge the Manager shall impose such restrictions on the direct or indirect Transfer of Units or other disposition of all interests in the Company as are necessary or any portion advisable so that the Company is not treated as a publicly traded partnership taxable as a corporation under Section 7704 of the SecuritiesCode.
(d) Any Transfer of Units pursuant to this Agreement, or including this Article VIII, shall be subject to the provisions of Section 3.01 and Section 3.02.
(e) For the avoidance of doubt, in addition to any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions restrictions on Transfer set forth in this WarrantArticle VIII that may apply to such Transfer, any Transfer of Units by any Restricted Member shall be subject to the same extent restrictions on Transfer attached hereto as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.B.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Virtu Financial, Inc.), Limited Liability Company Agreement (Virtu Financial, Inc.), Limited Liability Company Agreement (Virtu Financial, Inc.)
Restrictions on Transfers. Subject to Section 5(b), this This Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by the Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, Warrant or the Shares or the common stock shares of Common Stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such HolderXxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, writing that the Securities are being acquired (i1) solely for the transferee’s own account and not as a nominee for any other party, (ii2) for investment and (iii3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either (i) with evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect theretoAct, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 4 contracts
Samples: Senior Secured Promissory Note (Miso Robotics, Inc.), Senior Secured Promissory Note (Miso Robotics, Inc.), Senior Secured Promissory Note (Miso Robotics, Inc.)
Restrictions on Transfers. Subject to Section 5(b), this This Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares Warrant or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either with (i) evidence an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 4 contracts
Samples: Warrant Agreement (Sutro Biopharma Inc), Warrant Agreement (Sutro Biopharma Inc), Warrant Agreement (Organovo Holdings, Inc.)
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02, and subject to Section 5(b8.01(b), this Warrant may not be transferred Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Member or assigned in whole any other agreement between such Member and the Company, Clear Secure or in part any of their controlled Affiliates, without the Company’s prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (which and a breach of this Agreement by such Member) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article VIII, (i) the Exchange Agreement shall govern the exchange of Paired Interests for shares of Class A Common Stock or Class B Common Stock, and an exchange pursuant to and in accordance with the Exchange Agreement shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer considered a “Transfer” for purposes of this WarrantAgreement, (ii) the Shares or the common stock issuable upon certificate of incorporation of Clear Secure shall govern the conversion of Class B Common Stock to Class A Common Stock and the Shares conversion of Class D Common Stock to Class C Common Stock, and a conversion pursuant to and in accordance with the certificate of incorporation of Clear Secure shall not be considered a “Transfer” for purposes of this Agreement, (iii) a Transfer of Clear Secure Common Stock constituting Registrable Securities (as such term is defined in the Registration Rights Agreement) in accordance with the Registration Rights Agreement shall not be considered a “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion Transfer” for the purposes of the SecuritiesAgreement and (iv) any other Transfer of shares of Class A Common Stock or Class B Common Stock shall not be considered a “Transfer” for purposes of this Agreement.
(b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company approved pursuant to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, andArticle VIII that:
(i) there is then in effect a registration statement under the Securities Act covering Transferor shall have provided to the Company prior notice of such proposed disposition and such disposition is made in accordance with such registration statement, orTransfer;
(ii) (A) such Holder the Transfer shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company comply with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and all Applicable Laws; and
(iii) not with respect to any Transfer of any Common Unit that constitutes a view toward distribution or resaleportion of a Paired Interest, and shall have confirmed concurrently with such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the CompanyTransfer, such Holder Transferor shall have furnished also Transfer to such Transferee the Companynumber of shares of Class C Common Stock or Class D Common Stock, at as the Holder’s expense and optioncase may be, either constituting the remainder of such Paired Interest (iwhich, as of the date hereof, would be one share of Class C Common Stock or Class D Common Stock, as the case may be).
(c) evidence reasonably satisfactory Notwithstanding any other provision of this Agreement to the contrary, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) to be classified as a “no actionpublicly traded partnership” letter from as that term is defined in Section 7704 of the Securities Code and Exchange Commission Treasury Regulations promulgated thereunder or would result in the Company having more than one hundred (100) partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined pursuant to the effect that the transfer rules of such Securities without registration will not result in a recommendation by the staff Treasury Regulations Section 1.7704-1(h)(3)).
(d) Any Transfer of the Securities and Exchange Commission that action be taken with respect theretoUnits pursuant to this Agreement, whereupon such Holder including this Article VIII, shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder subject to the Company. It is agreed that the Company will not require opinions provisions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesSection 3.01 and Section 3.02.
Appears in 4 contracts
Samples: Operating Agreement (Clear Secure, Inc.), Operating Agreement (Clear Secure, Inc.), Operating Agreement (Clear Secure, Inc.)
Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares Warrant or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either (i) evidence with an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect theretoAct, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 4 contracts
Samples: Warrant Agreement (TrueCar, Inc.), Warrant Agreement (TrueCar, Inc.), Warrant Agreement (TrueCar, Inc.)
Restrictions on Transfers. Subject to (a) Except as provided in Section 5(b4.7(e), notwithstanding the other provisions of this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld)Article IV, and no transfer of any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission Partnership Interests shall be voidmade 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). Any The Partnership may issue stop transfer instructions to any Transfer Agent in order to implement any restriction on transfer contemplated by this Agreement.
(b) The General Partner may impose restrictions on the transfer of this Warrant, the Shares or the common stock issuable upon the conversion Partnership Interests if it receives an Opinion of Counsel that such restrictions are necessary to (i) avoid a significant risk of the Shares Partnership’s becoming taxable as a corporation or otherwise becoming taxable as an entity for federal income tax purposes (to the “Securities”extent not already so treated or taxed) or (ii) preserve the uniformity of the Limited Partner Interests (or any class or classes thereof). The General Partner may impose such restrictions by amending this Agreement; provided, however, that any amendment that would result in the delisting or suspension of trading of any class of Limited Partner Interests on the principal National Securities Exchange on which such class of Limited Partner Interests is then listed or admitted to trading must be in compliance with all applicable federal and state securities laws. The Holder agrees not approved, prior to make any salesuch amendment being effected, assignment, transfer, pledge or other disposition by the holders of all or any portion at least a majority of the Securities, or Outstanding Limited Partner Interests of such class.
(c) The transfer of a Class B Unit that has converted into a Common Unit shall be subject to the restrictions imposed by Section 6.4(a).
(d) In addition to any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions other restrictions set forth in this WarrantAgreement, to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder Series A Preferred Unit or a Series A Conversion Unit shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder subject to the Company. It is agreed that restrictions imposed by Section 5.11(b)(vii) and Section 6.5, respectively.
(e) Nothing contained in this Article IV, or elsewhere in this Agreement, shall preclude the Company will not require opinions settlement of counsel for any transactions made pursuant involving Partnership Interests entered into through the facilities of any National Securities Exchange on which such Partnership Interests are listed or admitted to Rule 144 except trading.
(f) Each certificate or book entry evidencing Partnership Interests (other than the Series A Preferred Units) shall bear a conspicuous legend in unusual circumstances.substantially the following form:
Appears in 4 contracts
Samples: Agreement of Limited Partnership (Equitrans Midstream Corp), Agreement of Limited Partnership (EQM Midstream Partners, LP), Convertible Preferred Unit Purchase Agreement (EQM Midstream Partners, LP)
Restrictions on Transfers. Subject (a) Until the consummation of a Qualified IPO, no Member may Transfer, or permit or suffer to be Transferred, all or any part of its Units; provided, that (i) any Member may Transfer Units if such Transfer is approved in writing by the Initial Members in their sole discretion, (ii) any Member may Transfer Units if such Transfer is made by a Member to its Permitted Transferees (in the case of a natural Person holding Echo Shares, solely for bona fide estate planning purposes), (iii) any Member may Transfer Units if such Transfer is made pursuant to equity adjustments set forth in Section 2.03, Section 6.03 or Section 8.06 of the Contribution Agreement, (iv) any Member may Transfer Units if such Transfer is in accordance with the provisions of Section 9.02 or Section 9.03, as applicable; provided further that in the event a transferee ceases to be a Permitted Transferee of the transferor, the transferee shall promptly Transfer such Units back to the Member or to another Permitted Transferee of the Member.
(b) Following consummation of a Qualified IPO, no Member may Transfer, or permit or suffer to be Transferred, all or any part of its Units, except for the following Transfers:
(i) Transfers approved in writing by each of the Initial Members in their sole discretion;
(ii) Transfers by a Member to its Permitted Transferees (in the case of a natural Person holding Echo Shares, solely for bona fide estate planning purposes); provided, that in the event a transferee ceases to be a Permitted Transferee of the transferor, the transferee shall promptly Transfer such Units back to the Member or to another Permitted Transferee of the Member;
(iii) Transfers made pursuant to equity adjustments set forth in Section 2.03, Section 6.03 and Section 8.06 of the Contribution Agreement;
(iv) Transfers by the MCK Members (or their Permitted Transferees) during the MCK Exit Window (pursuant to a Qualified MCK Exit made in compliance with Section 10.05 or in compliance with the Registration Rights Agreement);
(v) Transfers by the Echo Shareholders (or their Permitted Transferees) of shares of Echo common stock (“Echo Shares”) in a Qualified Echo Sale made in compliance with Section 10.03 and the Registration Rights Agreement during the First Echo Sale Window or the Second Echo Sale Window;
(vi) Transfers by the MCK Members (or their Permitted Transferees) during the First Echo Sale Window or the Second Echo Sale Window pursuant to the exercise of Tag-Along Rights (as defined in, and subject to, the Registration Rights Agreement) or by the Echo Shareholders (or their Permitted Transferees) during the MCK Exit Window pursuant to the exercise of Tag-Along Rights or by MCK Members (or their Permitted Transferees) or Echo Shareholders (or their Permitted Transferees) pursuant to the exercise of registration rights under Section 2.2 of the Registration Rights Agreement;
(vii) Transfers (including pursuant to Exchanges pursuant to Section 5(b), this Warrant may not be transferred 11.04(e) or assigned in whole pursuant to the exercise of registration rights pursuant to the Registration Rights Agreement or in part without any other manner) by the Company’s prior written consent Echo Shareholders (which shall not be unreasonably withheldor their Permitted Transferees) and the MCK Members (or their Permitted Transferees) following expiration or termination of (i) the lockup period required by the underwriters in connection with the consummation of a Qualified IPO consummated after the IPO Preference Period or (ii) the Post-Echo Sale Lockup relating to the Second Echo Sale Window (or, if there is no underwriter lockup period in effect upon the expiration or termination of the Second Echo Sale Window, then upon the expiration or termination of the Second Echo Sale Window), ;
(viii) Transfers by the Echo Shareholders (or their Permitted Transferees) of Echo Shares after a period of 90 days following the consummation of a Qualified MCK Exit pursuant to the exercise of registration rights pursuant to the Registration Rights Agreement or in any other manner;
(ix) Transfers by any stockholder of Echo (other than the Sponsors (as defined in the Echo Shareholders Agreement) and any attempt Other Investors (as defined in the Echo Shareholders Agreement) Affiliated with such Sponsors, MCK, the MCK Members or any of their respective Affiliates or Permitted Transferees) of Echo Shares at any time after a Qualified IPO;
(x) Transfers by Holder Echo to transfer MCK or assign any rightsits Affiliates pursuant to Section 10.06(e).
(c) Notwithstanding anything to the contrary herein, duties or obligations that arise under this Warrant without such permission (i) no Transfer shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares made except (the “Securities”1) must be in compliance with all applicable federal Laws, including the Securities Act, and state securities laws. The Holder agrees not (2) if all necessary regulatory approvals and third-party approvals, including any required approvals under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, shall have been obtained in respect of such Transfer and (ii) neither the MCK Members nor their Permitted Transferees shall be permitted to make any saleTransfer Units pursuant to Exchanges if it would result in MCK being required to consolidate the Company or Echo under Financial Accounting Standards Board Codification Topic 810, assignment, transfer, pledge or other disposition of all Consolidation (or any portion of comparable successor standard).
(d) Notwithstanding anything to the Securitiescontrary herein, no Transfers under this Agreement by Echo or the Echo Shareholders (with respect to any beneficial interest therein, unless and until the transferee thereof has agreed ownership in writing for the benefit of the Company to take and hold such Securities subject to, and to Echo) shall be bound by, the terms and conditions set forth in this Warrant, to the same extent as permitted if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention earlier to make such disposition and shall have furnished the Company with a detailed description occur of the manner consummation of a Qualified MCK Exit and circumstances the expiration or termination of the proposed dispositionMCK Exit Window, such Transfer would result in the Echo Shareholders (Btogether with their Permitted Transferees who are subject to Section 3.4(b)(ii) the transferee shall have confirmed to the satisfaction of the Company in writingEcho Shareholders Agreement) holding, substantially in the form directly or indirectly, less than 50.1% of Exhibit A-1any class and/or series of voting securities of Echo on a fully diluted basis (taking into account all securities of Echo convertible, that the Securities are being acquired (iexchangeable into or exercisable for Echo Shares) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission prior to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff earlier to occur of the Securities consummation of a Qualified MCK Exit and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms third (3th) anniversary of the notice delivered by Closing, the Holder Membership Percentage of Echo falls to less than 17.5% (calculated on a fully-diluted basis taking into account any Units issuable upon (including pursuant to Section 3.03) the conversion, exercise, exchange, settlement or vesting of Echo Shares or other Equity Securities of Echo and, without duplication, any Equity Securities of the Company. It is agreed that , Echo or any of their Subsidiaries authorized for issuance under any Approved Plan (each of the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesthresholds under (i) and (ii), the “Echo Minimum Ownership”).
Appears in 4 contracts
Samples: Limited Liability Company Agreement (PF2 SpinCo, Inc.), Limited Liability Company Agreement (Change Healthcare Inc.), Limited Liability Company Agreement (Change Healthcare Inc.)
Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares Warrant or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either with (i) evidence an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 4 contracts
Samples: Warrant Agreement (NANOMIX Corp), Warrant Agreement (TrueCar, Inc.), Warrant Agreement (TrueCar, Inc.)
Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares Warrant or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either with (i) evidence an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 3 contracts
Samples: Warrant Agreement (Harpoon Therapeutics, Inc.), Warrant Agreement (Sun BioPharma, Inc.), Merger Agreement (Cimarron Medical, Inc.)
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02, and subject to Section 5(b8.01(b), this Warrant may not be transferred Section 8.01(c), Section 8.01(d) and Section 8.01(e), any underwriter lock-up agreement applicable to such Member, any Employee Equity Letter and/or any other agreement between such Member and the Company, Pubco or assigned in whole or in part any of their controlled Affiliates, without the Company’s prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (which and a breach of this Agreement by such Member) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article VIII, (i) the Exchange Agreement shall govern the exchange of Paired Interests for shares of Class A Common Stock or Class B Common Stock, and an exchange pursuant to and in accordance with the Exchange Agreement shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer considered a “Transfer” for purposes of this WarrantAgreement, (ii) the Shares or the common stock issuable upon certificate of incorporation of Pubco shall govern the conversion of Class B Common Stock to Class A Common Stock and the Shares conversion of Class D Common Stock to Class C Common Stock, and a conversion pursuant to and in accordance with the certificate of incorporation of Pubco shall not be considered a “Transfer” for purposes of this Agreement, (iii) a Transfer of Registrable Securities (as such term is defined in the Registration Rights Agreement) in accordance with the Registration Rights Agreement shall not be considered a “Securities”Transfer” for the purposes of the Agreement and (iv) must any other Transfer of shares of Class A Common Stock or Class B Common Stock shall not be in compliance considered a “Transfer” for purposes of this Agreement.
(b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that:
(i) the Transferor shall have provided to the Company prior notice of such Transfer;
(ii) the Transfer shall comply with all applicable federal and state securities laws. The Holder agrees not Applicable Laws; and
(iii) with respect to make any saleTransfer of any Common Unit that constitutes a portion of a Paired Interest, assignmentconcurrently with such Transfer, transfersuch Transferor shall also Transfer to such Transferee the number of shares of Class C Common Stock or Class D Common Stock, pledge as the case may be, constituting the remainder of such Paired Interest (which, as of the date hereof, would be one share of Class C Common Stock or Class D Common Stock, as the case may be).
(c) Notwithstanding any other disposition provision of this Agreement to the contrary, no Member shall directly or indirectly Transfer all or any portion part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the SecuritiesManaging Member, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of would cause the Company to take be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and hold such Securities Regulations promulgated thereunder.
(d) Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject toto the provisions of Section 3.01 and Section 3.02.
(e) For the avoidance of doubt, and in addition to be bound by, the terms and conditions any restrictions on Transfer set forth in this WarrantArticle VIII that may apply to such Transfer, to the same extent as if the transferee were the original Holder hereunder, and
(i) there any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Employee Equity Letter to which such Member is then in effect a registration statement under the Securities Act covering such proposed disposition party and such disposition is made in accordance with such registration statement, or
(ii) any Transfer of Employee Holdco Interests (Aas defined below) such Holder shall have given prior written notice be subject to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed restrictions on Transfer applicable thereto pursuant to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesEmployee Holdco LLC Agreement.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Virtu Financial, Inc.), Limited Liability Company Agreement (Virtu Financial, Inc.), Limited Liability Company Agreement (Virtu Financial, Inc.)
Restrictions on Transfers. (A) Subject to Section 5(b)Sections 4 and 5 and the provisions of any severance agreement that the Founder or the Founder Hold Co may enter into, this Warrant may not be transferred or assigned in whole or in part the Founder and the Founder Hold Co agree that, without the Company’s prior written consent of Majority Series A-1 Preferred Shareholders, Majority Series A-2 Preferred Shareholders, Majority Series B Preferred Shareholders (which shall not be unreasonably withheld)include Apoletto) and Majority Series C Preferred Shareholders, and neither of them shall, directly or indirectly, sell, transfer, pledge, encumber, hypothecate or otherwise dispose of any attempt of its Shares in the Company or any of other Group Companies. In the case that any Share is held by Holder to transfer its ultimate beneficial owner through one or assign more level of holding companies, any rightstransfer, duties repurchase, or obligations new issuance of the shares of such holding companies or similar transactions that arise under this Warrant without have the effect of change the beneficial ownership of such permission Share shall be void. Any deemed as an indirect transfer of this Warrant, such Shares. The Parties agree that the Shares or restrictions on the common stock issuable upon the conversion transfer of the Shares held by the Founder and the Founder Hold Co contained in this Agreement shall apply to such indirect transfer and shall not be circumvented by means any indirect transfer of the Shares.
(B) Notwithstanding anything to the contrary contained herein, the transfer restriction shall not apply to transfer, through a single transaction or a series of transactions, of no more than one percent (1%) of the Shares of the Company immediately after the Closing on a fully diluted basis as of the date hereof, to any third party (the “SecuritiesPermitted Transferee”) must ); provided that adequate documentation therefor is provided to the Preferred Shareholders to their satisfaction and that any such Permitted Transferee agrees in writing to be bound by this Agreement in compliance with all applicable federal and state securities lawsplace of the relevant transferor by executing an Adherence Agreement as provided in Section 6.1(d). The Holder agrees transfer restrictions set forth in Section 4 and Section 5 shall not apply to make any saletransfer to the Permitted Transferee if the Founder transfers, assignmentthrough a single transaction or a series of transactions, transfer, pledge or other disposition of all or any portion no more than one percent (1%) of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit Shares of the Company to take and hold such Securities subject to, and to be bound by, immediately after the terms and conditions set forth in this WarrantClosing on a fully diluted basis, to the same extent as if the transferee were the original Holder hereunder, andany Permitted Transferee.
(iC) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder Each Investor shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction not assign or transfer any Shares of the Company held by such Investor to any Person listed out in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesAnnex C hereof.
Appears in 3 contracts
Samples: Shareholder Agreement, Shareholder Agreements (LexinFintech Holdings Ltd.), Shareholder Agreement (LexinFintech Holdings Ltd.)
Restrictions on Transfers. Subject (a) Except as expressly provided in this Article X, prior to Section 5(b)an IPO, this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion unanimous approval of the Shares Board: (the “Securities”i) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of no Member shall Transfer all or any portion of the Securities, its Membership Interests or any beneficial interest thereinright pertaining thereto, unless and until including the transferee thereof has agreed in writing for the benefit of right to vote or consent on any matter or to receive distributions or advances from the Company pursuant thereto and (ii) no Member nor any Parent of such Member shall issue or otherwise Transfer any Equity Security or other interest of a Member or of any Parent of a Member. Any Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio.
(b) It shall be a condition precedent to take any Transfer (other than, with respect to Section 7.01(b)(i), (ii) and hold such Securities subject to(iii), and any indirect Transfer) otherwise permitted or approved pursuant to be bound bythis Article X that, the terms and conditions set forth in this Warrant, prior to the same extent as if the transferee were the original Holder hereunder, andan IPO:
(i) there is then in effect a registration statement under the Securities Act covering Transferor shall have provided to the Company prior notice of such proposed disposition and such disposition is made in accordance with such registration statement, orTransfer;
(ii) (A) such Holder the Transferee shall have given prior written notice agree in writing to be bound by this Agreement by signing and delivering to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, joinder substantially in the form of Exhibit A-1, that A or in a form otherwise reasonably acceptable to the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and Company;
(iii) not the Transfer shall comply with a view toward distribution all applicable federal, state or resaleforeign laws, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and including securities laws; and
(Civ) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the knowledge of the Transferee and Transferor after reasonable inquiry, the Transfer shall not impose material liability or material reporting obligations on the Company that such disposition will not require registration of such Securities under or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Securities Act Company or (ii) a “no action” letter from the Securities and Exchange Commission any Member thereof becoming subject to the effect that jurisdiction of any court or governmental entity anywhere, other than the transfer states, courts and governmental entities in which the Company is then subject to such liability, reporting obligation or jurisdiction.
(c) Notwithstanding any other provision of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder this Agreement to the Company. It is agreed contrary, no Member shall directly or indirectly Transfer all or any part of its Membership Interests or any right or economic interest pertaining thereto if such Transfer creates a material risk that the Company will not require opinions could be classified as a “publicly traded partnership” as that term is defined in Section 7704 of counsel the Code (a “PTP”) and the Regulations promulgated thereunder unless the Company shall have become the IPO Entity; provided, that for transactions made so long as the Class P Units are outstanding, no Transfer shall be prohibited on the basis that it creates a material risk that the Company could be a PTP due to a failure to meet the requirements of Treasury Regulations Section 1.7704-1(h).
(d) Any Transfer of Membership Interests pursuant to Rule 144 except in unusual circumstancesthis Agreement, including this Article X, shall be subject to the provisions of Section 6.05.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Endeavor Group Holdings, Inc.), Limited Liability Company Agreement (Endeavor Group Holdings, Inc.), Limited Liability Company Agreement (Endeavor Group Holdings, Inc.)
Restrictions on Transfers. Subject to Section 5(b), this This Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by the Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, Warrant or the Shares or the common stock shares of Common Stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, writing that the Securities are being acquired (i1) solely for the transferee’s own account and not as a nominee for any other party, (ii2) for investment and (iii3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either (i) with evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect theretoAct, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 3 contracts
Samples: Warrant Agreement (Miso Robotics, Inc.), Warrant Agreement (Miso Robotics, Inc.), Warrant Agreement (Miso Robotics, Inc.)
Restrictions on Transfers. Subject (a) Anything in this Agreement to Section 5(b)the contrary notwithstanding, no issuance or Transfer of Interests otherwise permitted or required by this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission Agreement shall be void. Any transfer of this Warrant, the Shares made unless such issuance or the common stock issuable upon the conversion of the Shares (the “Securities”) must be Transfer is in compliance with all applicable U.S. and other federal and state securities laws. The Holder agrees not , including the Securities Act and the rules and regulations thereunder, and the Partnership Act.
(b) Anything in this Agreement to make any salethe contrary notwithstanding, assignmentunless otherwise agreed to in writing by the General Partner, transfer, pledge no Transfer of Interests otherwise permitted or other disposition of all or any portion of the Securities, or any beneficial interest therein, required by this Agreement shall be effective unless and until any transferee who is not already a party to this Agreement (and such transferee’s spouse, if applicable) shall execute and deliver to the Partnership an Addendum Agreement in which such transferee thereof has agreed in writing for the benefit of the Company to take (and hold such Securities subject totransferee’s spouse, and if applicable) agrees to be bound byby this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on the Partners hereby and thereby. Any Person who is not already a party to this Agreement and acquires Interests in accordance with the provisions of this Agreement shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Addendum Agreement.
(c) Transfers of Interests may be made only in strict compliance with all applicable terms of this Agreement and the terms Investors Agreement, and conditions set forth any purported Transfer of Interests that does not so comply with all applicable provisions of this Agreement and the Investors Agreement shall be null and void and of no force or effect, and the Partnership shall not recognize or be bound by any such purported Transfer and shall not effect any such purported Transfer on the transfer books of the Partnership or Capital Accounts of the Partners. The parties hereto agree that the restrictions contained in this Warrant, to Article IV and the same extent as if Investors Agreement are fair and reasonable and in the transferee were best interests of the original Holder hereunder, andPartnership and its Partners.
(id) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is All newly issued Interests shall only be issued to Persons who are or become party to this Agreement by execution of an Addendum Agreement.
(e) Transfers made in accordance with this Agreement shall be effected by such registration statementdocuments and instruments as are necessary to comply with the Partnership Act and other applicable Cayman Islands Law, or
(ii) (A) including the Addendum Agreement or such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the other form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested instrument of Transfer approved by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesGeneral Partner.
Appears in 2 contracts
Samples: Agreement of Exempted Limited Partnership (Freescale Semiconductor Holdings I, Ltd.), Agreement of Exempted Limited Partnership (Freescale Semiconductor Inc)
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02, and subject to Section 5(b8.01(b), this Warrant may not be transferred Section 8.01(c) and Section 8.01(d) and/or any other agreement between such Member and the Company, PubCo or assigned in whole or in part any of their respective controlled Affiliates, without the Company’s prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent (which shall not be unreasonably withheld), and on any attempt by Holder matter or to transfer receive or assign have any rights, duties economic interest in distributions or obligations that arise under this Warrant without such permission shall be voidadvances from the Company pursuant thereto. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be such Transfer which is not in compliance with all applicable federal the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and state securities laws. The Holder agrees not a breach of this Agreement by such Member) and shall be null and void ab initio.
(b) Except as otherwise expressly provided herein, it shall be a condition precedent to make any sale, assignment, transfer, pledge Transfer otherwise permitted or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company approved pursuant to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, andArticle VIII that:
(i) there is then in effect a registration statement under the Securities Act covering Transferor shall have provided to the Company prior notice of such proposed disposition and such disposition is made in accordance with such registration statement, orTransfer;
(ii) (A) such Holder the Transferee shall have given prior written notice agree in writing to be bound by this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Company;
(iii) the Transfer shall comply with all applicable Laws;
(iv) to the knowledge of such Holder’s intention to make such disposition the Transferee and Transferor after reasonable inquiry of the Company, the Transfer shall have furnished not impose material liability or material reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company or any Member thereof becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities in which the Company is then subject to such liability, reporting obligation or jurisdiction; and
(v) such Transfer shall comply with a detailed description Article IX (to the extent Article IX governs such Transfer of Units).
(c) Notwithstanding any other provision of this Agreement to the contrary, no Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the manner and circumstances of the proposed dispositionManaging Member, (B) the transferee shall have confirmed to the satisfaction of would cause the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired to (i) solely for the transferee’s own account and not be classified as a nominee for any other party, (ii) for investment “publicly traded partnership” as that term is defined in Section 7704 of the Code and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act Regulations promulgated thereunder or (ii) a “no action” letter from fail to qualify for the Securities and Exchange Commission safe harbor contained in Treasury Regulations Section 1.7704-1(h) or for other safe harbor treatment under Section 7704 of the Code on which the Company intends to rely (as determined by the Managing Member).
(d) Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject to the effect that the transfer provisions of such Securities without registration will not result in a recommendation by the staff of the Securities Section 3.01 and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesSection 3.02.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Fluence Energy, Inc.), Limited Liability Company Agreement (Fluence Energy, Inc.)
Restrictions on Transfers. Subject to (a) Except as provided in Section 5(b)3.6(c) below, but notwithstanding the other provisions of this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld)Article III, and no Transfer of any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission Shares shall be void. Any made if such Transfer would:
(i) violate the then Applicable Law, including U.S. federal or state securities laws or rules and regulations of the SEC, any state securities commission or any other applicable securities laws of a Governmental Entity (including those outside the jurisdiction of the U.S.) with jurisdiction over such Transfer or have the effect of rendering unavailable any exemption under Applicable Law relied upon for a prior transfer of this Warrant, such Shares;
(ii) terminate the Shares existence or the common stock issuable upon the conversion qualification of the Shares Company under the laws of the jurisdiction of its formation;
(iii) cause the “Securities”Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed);
(iv) must require the Company to be subject to the registration requirements of the Investment Company Act; or
(v) result in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of (A) all or any portion of the SecuritiesAssets of the Company becoming or being deemed to be “plan assets” (pursuant to ERISA, the Code or any applicable Similar Law or otherwise) of any existing or contemplated Member or be subject to the provisions of ERISA, Section 4975 of the Code, or any beneficial interest thereinapplicable Similar Law, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, or (B) the transferee shall have confirmed Manager becoming or being deemed to be a fiduciary with respect to any existing or contemplated Member pursuant to ERISA, the satisfaction Code, any applicable Similar Law or otherwise.
(b) The Manager may impose restrictions on the Transfer of Shares if it receives an Opinion of Counsel that such restrictions are necessary or advisable to avoid a significant risk of the Company becoming taxable as a corporation or otherwise becoming taxable as an entity for U.S. federal income tax purposes. The Manager may impose such restrictions by amending this Agreement without the approval of the Members.
(c) Nothing contained in writingthis Article III, substantially or elsewhere in the form of Exhibit A-1this Agreement, that the Securities are being acquired shall preclude (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities from complying with its obligations under the Securities Act Initial Offering Registration Rights Agreement or (ii) the settlement of any transactions involving Shares entered into through the facilities of any National Securities Exchange on which such Shares are listed for trading.
(d) By acceptance of the Transfer of any Share, and subject to compliance with Sections 3.5 and 3.6 with respect to such Transfer, each transferee of a “no action” letter from Share (including any nominee holder or an agent or representative acquiring such Shares for the Securities and Exchange Commission account of another Person): (i) shall be admitted to the effect that Company as a Substitute Member with respect to the transfer of Shares so Transferred to such Securities without registration will not result transferee when any such Transfer or admission is reflected in a recommendation by the staff books and records of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder Company; (ii) shall be entitled deemed to transfer such Securities in accordance with agree to be bound by the terms of this Agreement; (iii) shall become the notice delivered by Record Holder of the Holder Shares so Transferred; (iv) grants powers of attorney to the Company. It is agreed that officers of the Company will and any Liquidator of the Company, as specified herein; and (v) makes the consents and waivers contained in this Agreement.
(e) Any Transfer of a Share shall not require opinions entitle the transferee to share in the profits and losses, to receive distributions, to receive allocations of counsel for transactions made income, gain, loss, deduction or credit or any similar item or to any other rights to which the transferor was entitled until the transferee becomes a Member pursuant to Rule 144 except this Article III.
(f) The Transfer of any Shares and the admission of any new Member shall not constitute an amendment to this Agreement.
(g) For the avoidance of doubt, the restrictions on the Transfer of Shares contained herein shall be in unusual circumstancesaddition to restrictions on the Transfer of Shares applicable to a Member pursuant to the terms of any agreement entered into among the Company and such Member.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement, Limited Liability Company Agreement (Apollo Global Management LLC)
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02, and subject to Section 5(b8.01(b), this Warrant may not be transferred Section 8.01(c), and Section 8.01(d), any underwriter lock-up agreement applicable to such Member, and/or any other agreement between such Member and the Company, Pubco or assigned in whole or in part any of their controlled Affiliates, without the Company’s prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (which and a breach of this Agreement by such Member) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article VIII, (i) the Exchange Agreement shall govern the exchange of Paired Interests for shares of Class A Common Stock, and an exchange pursuant to and in accordance with the Exchange Agreement shall not be unreasonably withheld)considered a “Transfer” for purposes of this Agreement, (ii) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement, and (iii) any attempt by Holder to transfer or assign any rightsother Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement.
(b) Except as otherwise expressly provided herein, duties or obligations that arise under this Warrant without such permission it shall be void. Any transfer of a condition precedent to any Transfer otherwise permitted or approved pursuant to this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, andArticle VIII that:
(i) there is then in effect a registration statement under the Securities Act covering Transferor shall have provided to the Company prior notice of such proposed disposition and such disposition is made in accordance with such registration statement, orTransfer;
(ii) (A) such Holder the Transfer shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company comply with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and all Applicable Laws; and
(iii) not with respect to any Transfer of any Nonvoting Common Unit that constitutes a view toward distribution or resaleportion of a Paired Interest, and shall have confirmed concurrently with such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the CompanyTransfer, such Holder Transferor shall have furnished also Transfer to such Transferee the Companynumber of shares of Class B Common Stock constituting the remainder of such Paired Interest (which, at as of the Holder’s expense and optiondate hereof, either would be one share of Class B Common Stock).
(ic) evidence reasonably satisfactory Notwithstanding any other provision of this Agreement to the contrary, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) to be classified as a “no actionpublicly traded partnership” letter from as that term is defined in Section 7704 of the Securities Code and Exchange Commission Regulations promulgated thereunder.
(d) Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject to the effect that the transfer provisions of such Securities without registration will not result in a recommendation by the staff of the Securities Section 3.01 and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesSection 3.02.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (vTv Therapeutics Inc.), Limited Liability Company Agreement (vTv Therapeutics Inc.)
Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, Warrant or the Shares or the common stock shares of Ordinary Shares issuable upon the conversion of the Shares (collectively, the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either with (i) evidence an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 2 contracts
Samples: Warrant Agreement (Sagent Holding Co.), Warrant Agreement (Sagent Holding Co.)
Restrictions on Transfers. Subject (a) Except as otherwise provided in this Article IX, no Member may Transfer any Equity Securities of the Company. No Transfer or attempt to Transfer any Equity Securities in violation of the preceding sentence shall be effective or valid for any purpose. No Transfer of Equity Securities shall be effective or valid hereunder if such Transfer constitutes a Prohibited Transfer. In addition, no Transfer shall be effective or valid hereunder unless the transferee is at such time a party to this Agreement or has previously executed and delivered to the Company a joinder in accordance with Section 9.2.
(b) Notwithstanding Section 9.1(a) (other than the third sentence thereof), a Transfer of Equity Securities of the Company by the WHP Holder may be effectively and validly made by the WHP Holder if such Transfer is (i) to a Permitted Transferee, (ii) made pursuant to Section 5(b)9.2 or Section 9.8, this Warrant may not be transferred or assigned in whole or in part without (iii) made with the Company’s prior written consent (which of the Express Holder. For the avoidance of doubt, a WHP Change of Control shall not be unreasonably withheld), and any attempt by Holder deemed to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer a Transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit Equity Securities of the Company by the WHP Holder for purposes of this Agreement.
(c) Notwithstanding Section 9.1(a) (other than the third sentence thereof), a Transfer of Equity Securities of the Company by the Express Holder may be effectively and validly made by the Express Holder if such Transfer is (i) to take and hold such Securities subject toa Permitted Transferee, and (ii) made pursuant to Section 9.2 or Section 9.8, or (iii) made with the written consent of the WHP Holder. For the avoidance of doubt, an Express Change of Control shall not be deemed to be bound by, a Transfer of Equity Securities of the terms and conditions Company by the Express Holder for purposes of this Agreement.
(d) The restrictions on Transfer set forth in this Warrant, Section 9.1 shall terminate upon the earlier to the same extent as if the transferee were the original Holder hereunder, and
occur of (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company consummation of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act an Initial Public Offering or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesSale.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Express, Inc.), Limited Liability Company Agreement (Express, Inc.)
Restrictions on Transfers. Subject to (a) Except as provided in Section 5(b)3.6(c) below, but notwithstanding the other provisions of this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld)Article III, and no Transfer of any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission Shares shall be void. Any made if such Transfer would:
(i) violate the then Applicable Law, including U.S. federal or state securities laws or rules and regulations of the SEC, any state securities commission or any other applicable securities laws of a Governmental Entity (including those outside the jurisdiction of the U.S.) with jurisdiction over such Transfer or have the effect of rendering unavailable any exemption under Applicable Law relied upon for a prior transfer of this Warrant, such Shares;
(ii) terminate the Shares existence or the common stock issuable upon the conversion qualification of the Shares Company under the laws of the jurisdiction of its formation;
(iii) cause the “Securities”Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed);
(iv) must require the Company to be subject to the registration requirements of the Investment Company Act; or
(v) result in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of (A) all or any portion of the SecuritiesAssets of the Company becoming or being deemed to be “plan assets” (pursuant to ERISA, the Code or any applicable Similar Law or otherwise) of any existing or contemplated Member or be subject to the provisions of ERISA, Section 4975 of the Code, or any beneficial interest thereinapplicable Similar Law, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, or (B) the transferee shall have confirmed Manager becoming or being deemed to be a fiduciary with respect to any existing or contemplated Member pursuant to ERISA, the satisfaction Code, any applicable Similar Law or otherwise.
(b) The Manager may impose restrictions on the Transfer of Shares if it receives an Opinion of Counsel that such restrictions are necessary or advisable to avoid a significant risk of the Company becoming taxable as a corporation or otherwise becoming taxable as an entity for U.S. federal income tax purposes. The Manager may impose such restrictions by amending this Agreement without the approval of the Members.
(c) Nothing contained in writingthis Article III, substantially or elsewhere in this Agreement, shall preclude the form settlement of Exhibit A-1any transactions involving Shares entered into through the facilities of any National Securities Exchange on which such Shares are listed for trading.
(d) By acceptance of the Transfer of any Share, that and subject to compliance with Sections 3.5 and 3.6 with respect to such Transfer, each transferee of a Share (including any nominee holder or an agent or representative acquiring such Shares for the Securities are being acquired account of another Person): (i) solely for shall be admitted to the transferee’s own account and not Company as a nominee for Substitute Member with respect to the Shares so Transferred to such transferee when any other party, such Transfer or admission is reflected in the books and records of the Company; (ii) for investment and shall be deemed to agree to be bound by the terms of this Agreement; (iii) not with a view toward distribution or resale, shall become the Record Holder of the Shares so Transferred; (iv) grants powers of attorney to the officers of the Company and shall have confirmed such other matters related thereto as may be reasonably requested by any Liquidator of the Company, as specified herein; and (Cv) if requested by makes the Companyconsents and waivers contained in this Agreement.
(e) Any Transfer of a Share shall not entitle the transferee to share in the profits and losses, such Holder to receive distributions, to receive allocations of income, gain, loss, deduction or credit or any similar item or to any other rights to which the transferor was entitled until the transferee becomes a Member pursuant to this Article III.
(f) The Transfer of any Shares and the admission of any new Member shall have furnished not constitute an amendment to this Agreement.
(g) For the Companyavoidance of doubt, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to restrictions on the Company that such disposition will not require registration Transfer of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder Shares contained herein shall be entitled in addition to transfer such Securities in accordance with restrictions on the Transfer of Shares applicable to a Member pursuant to the terms of the notice delivered by the Holder to the Company. It is agreed that any agreement entered into among the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesand such Member.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Apollo Global Management LLC), Limited Liability Company Agreement (Apollo Global Management LLC)
Restrictions on Transfers. Subject to Section 5(b)(a) No Member may sell, transfer, assign, hypothecate, pledge or otherwise dispose of or encumber (each, a “Transfer”) all or any part of such Member’s interest (including any rights or obligations under this Warrant may not Agreement, or any Percentage Interest) in the Company and no interest, claim or charge therein or thereto shall be transferred or assigned Transferred, in whole or in part each case, without the Company’s prior written consent of each other Member; provided that, subject to compliance with Section 7.1(b), any Member (which a “Transferor”) shall be entitled to Transfer its equity interests (including any rights or obligations under this Agreement, or any Percentage Interest) in the Company to an Affiliate of such Member, so long as such Transferee signs a joinder agreement that contains the representations and warranties set forth in Section 10. Any direct or indirect Transfer of any securities in BW shall be deemed a Transfer of BW’s Percentage Interest for purposes of this Section 7 unless Xx. Xxxxx Xxxxxxx retains, directly or indirectly, full beneficial and economic ownership of, and maintains sole control of, BW’s Percentage Interest. Each Member and each permitted Transferee thereof hereby agrees that it will not effect any Transfer of all or any part of such Member’s interest (including any rights or obligations under this Agreement, or any Percentage Interest) in the Company (whether voluntarily, involuntarily or by operation of law) in any manner contrary to the terms of this Agreement.
(b) The Company shall not be unreasonably withheldparticipate in the establishment of a secondary market for equity interests or the substantial equivalent thereof as defined in Treasury Regulation Section 1. 7704-1 (c) or the inclusion of any equity interests on such a market or on an established securities market as defined in Treasury Regulation Section 1. 7704-1 (b), and nor shall the Company recognize any attempt by Holder to transfer or assign Transfer made on any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (foregoing markets or otherwise cause the Company to be a “Securities”) must publicly traded partnership” within the meaning of Section 7704 of the Code. In no event shall any Transfer cause any Member to cease to be in compliance with all applicable federal anti-money laundering and state securities anti-terrorist laws, regulations, rules, executive orders and government guidance, including the reporting, record keeping and compliance requirements of The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, Title III of the USA PATRIOT Act, and other authorizing statutes, executive orders and regulations administered by the Office of Foreign Assets Control, Department of the Treasury and any attempt to effect any such Transfer shall be void and of no effect and shall not bind the Company.
(c) Any Transfer or purported Transfer made in violation of this Agreement shall be null and void and of no effect. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition In the case of an attempted Transfer of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit Percentage Interest of the Company or any economic benefit or other interest therein that is not in compliance with Section 7, the Members engaging or attempting to take engage in such Transfer shall indemnify and hold harmless the other Members and their respective officers, directors, affiliates, members, partners and employees from all cost, liability and damage that any of such Securities subject toindemnified persons may incur (including, without limitation, incremental tax liability and to be bound byattorneys, fees and expenses) as a result of such Transfer or attempted Transfer and the enforcement of this indemnity.
(d) Upon any Transfer permitted by this Section 7.1, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company Transferee of such Holder’s intention Member shall thereafter be deemed to make such disposition and shall have furnished the Company with a detailed description succeed to all of the manner rights and circumstances obligations of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resalesuch Member, and shall have confirmed be substituted for such other matters related thereto Member as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel applicable for transactions made pursuant to Rule 144 except in unusual circumstancesall purposes hereunder.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Colony Capital, Inc.), Limited Liability Company Agreement (Colony Capital, Inc.)
Restrictions on Transfers. Subject to Section 5(bSection5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares Warrant or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either with (i) evidence an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 2 contracts
Samples: Warrant Agreement (TrueCar, Inc.), Warrant Agreement (TrueCar, Inc.)
Restrictions on Transfers. Subject (a) Each Stockholder hereby agrees that it will not Transfer all or any fraction of its Shares except as permitted by this Agreement. No transfer, sale, assignment, grant of a participation in, gift, pledge, encumbrance, hypothecation, exchange or other disposition (herein collectively called a "Transfer") of all or any fraction of a Stockholder's Shares, may be made except (i) with the prior consent of the Stockholders holding not less than eighty percent (80%) of the issued and outstanding Shares of the Corporation, which consent may be given or withheld in their sole discretion, or (ii) in accordance with and as specifically permitted by the provisions of this Agreement; provided that, subject to Section 5(b7.1(d), this Warrant may the following Transfers ("Permitted Transfers") shall not be transferred subject to the restrictions contained in this Section 7.1:
(i) any Stockholder that is an entity may at any time Transfer all or assigned a portion of its Shares to its ultimate parent entity (the "Parent") of which it is a direct or indirect wholly owned subsidiary or to any wholly owned direct or indirect subsidiary of such Parent (a "Controlled Subsidiary"), it being understood that, with respect to a Controlled Subsidiary, the later sale, liquidation or spin-off of such Controlled Subsidiary or other transaction in which the Parent ceases to control, directly or indirectly, 100% of the equity of such Controlled Subsidiary would constitute an indirect Transfer of Shares, which Transfer may only be made in compliance with the terms and restrictions set forth in this Agreement;
(ii) any Stockholder may at any time Transfer all or a portion of its Shares to a Person controlled by such Stockholder, it being understood that, the later sale, liquidation or spin-off or other transaction in which such Person ceases to be controlled by the transferring Stockholder would constitute an indirect Transfer of Shares, which Transfer may only be made in compliance with the terms and restrictions set forth in this Agreement;
(iii) a Transfer by operation of law to the estate or personal representative of a deceased or incompetent individual Stockholder (which estate or representative will then be subject to the same restrictions on Transfer as all other Stockholders); and
(iv) a Transfer by a Stockholder to his or her parents and siblings, their respective spouses and descendants and the spouses of such descendants or to a trust the beneficiaries which consist exclusively of one or more of the forgoing.
(b) A Stockholder (the "Selling Stockholder") that receives a bona fide offer or other written form of an expression of interest from a Third Party Transferee may Transfer all or a portion of such Stockholder's Shares only in accordance with the following procedures:
(i) The Selling Stockholder shall provide written notice to the Board and to the other Stockholders of the terms and conditions of the proposed Transfer, including the proposed purchase price (the "Asking Price") for the Shares (or portion thereof) it is seeking to Transfer (the "Offered Shares") and the name and address of the Third Party Transferee. Such notice shall constitute an irrevocable offer by the Selling Stockholders to sell the Offered Shares to the non-selling Stockholders for the Asking Price.
(ii) The non-selling Stockholders shall have the right during a twenty-one (21) day period to propose to acquire the Offered Shares for the Asking Price (or some portion of the Offered Shares for a pro rata portion of the Asking Price), payable in cash. The closing of any sale pursuant to this Section 7.1(b)(ii) shall take place within fifteen (15) days following the end of such twenty-one (21) day period.
(iii) If the Offered Shares (or a portion thereof) is not proposed to be acquired by the non-selling Stockholders by the end of the twenty-one (21) day period specified in Section 7.1(b)(ii) or actually acquired by the non-selling Stockholders by the end of the further fifteen (15) day period specified therein (other than by reason of the Selling Stockholder's default), then the Selling Stockholder may Transfer the Offered Shares (or a portion thereof) within an additional thirty (30) days, at not less than the Asking Price to the Third Party Transferee.
(iv) If the Selling Stockholder does not consummate the Transfer of the Offered Shares (or a portion thereof) to the Third Party Transferee within the additional thirty (30) day period specified in Section 7.1(b)(iii), such Selling Stockholder must follow the procedures set forth in subparagraphs (i)-(iii) above in response to a bona fide offer from a Third Party Transferee.
(c) If after compliance with Section 7.1(b) any Selling Stockholder proposes to Transfer its Shares and the Other Stockholders have not exercised their rights to acquire the Offered Shares pursuant to Section 7.1(b), then the Selling Stockholder may Transfer the Offered Shares provided it complies with the provisions of this Section 7.1(c). First, the Selling Stockholder shall give notice ("Notice of Sale") to the Corporation and the other Stockholders (the "Other Stockholders"), stating (i) the number of Shares the Selling Stockholder proposes to Transfer; (ii) the name and address of the proposed transferee; (iii) the proposed purchase price, terms of payment and other material terms and conditions of such proposed transfer; and (iv) the fair market value of any non-cash consideration offered by the proposed transferee. The Notice of Sale shall be deemed to be an offer by the Selling Stockholder to allow the Other Stockholders to participate, upon the purchase by the proposed transferee, in the sale of any Shares proposed to be sold by the Selling Stockholder for the same per share consideration and on the same terms. Each Stockholder shall have the right, for a period of sixty (60) days after the Notice of Sale is given, to accept such offer in whole or in part without part, exercisable by delivering a written notice to the Company’s prior written consent Corporation and the Selling Stockholder within such sixty (60) day period, stating therein the number of Shares (which may be the number of Shares set forth in the Notice of Sale or a portion thereof) to be sold by such Stockholder to the proposed transferee. Prior to the earlier of (x) the end of such sixty (60) day period or (y) the acceptance or rejection by each Stockholder of the Selling Stockholder's offer, as the case may be, the Selling Stockholder shall not complete any sale of Shares to the proposed transferee. At the end of such sixty (60) day period, the Corporation shall calculate the total number of Shares that are proposed to be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission sold. Each Stockholder shall be voidentitled to sell to the proposed transferee that number of Shares (or if such number is not an integral number, the next integral number which is greater than such number) which shall be the product of (x) the aggregate number of Shares proposed to be sold by such Stockholder and (y) a fraction, the numerator of which shall be the number of Shares willing to be purchased by the proposed transferee and the denominator of which shall be the total number of Shares proposed to be sold by all Stockholders and other persons who have tag-along rights. Thereafter, for a period of ninety (90) days, the Selling Stockholder may sell Shares to the proposed transferee for the consideration stated and on terms no more favorable to the proposed transferee than those set forth in the Notice of Sale; provided that the proposed transferee shall simultaneously agree to and purchase the number of Shares as calculated above from those Stockholders who have accepted the Selling Stockholder's offer and shall agree in writing to be bound by the provisions of this Agreement as a new Stockholder. Any transfer purchaser of Shares pursuant to this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must Section 7 shall be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound byhave the rights and benefits of, the terms and conditions set forth in of this WarrantAgreement.
(d) Notwithstanding any other provisions of this Article VIII, to the same extent as if the transferee were the original Holder hereunder, andno Transfer of all or any fraction of a Stockholder's Shares may be made unless:
(i) there is then such Transfer would not result in effect a registration statement under violation of applicable law, including the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, orany state securities or "Blue Sky" laws applicable to the Corporation or the Shares to be Transferred;
(ii) such Transfer would not cause the Corporation to lose its exemption from the registration requirements of the Investment Company Act;
(Aiii) such Holder shall have given prior written notice Transfer would not result in the Corporation being required to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description register under Section 12(g) of the manner and circumstances Securities Exchange Act of the proposed disposition1934, as amended;
(Biv) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired Shares executes this Agreement; and
(i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (Cv) if requested by the CompanyBoard, such Holder the Stockholder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence provided an opinion of counsel reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission Board as to the effect that matters set forth in this Section 7.1(d)(i)-(iv) and such other matters as the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesBoard may reasonably request.
Appears in 2 contracts
Samples: Stockholders' Agreement (Laidlaw Energy Group, Inc.), Stockholders' Agreement (Laidlaw Energy Group, Inc.)
Restrictions on Transfers. (a) Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent 11.2 and subsection (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer c) of this WarrantSection 11.1, the Shares or the common stock issuable upon the conversion of the Shares a Member may (the “Securities”i) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge sell, assign, pledge, encumber or other disposition otherwise directly dispose of all or of any portion of the Securitiesits Membership Interest, or (ii) by merger or other business combination involving such Member or a company directly or indirectly owning equity interests in such Member, cause a change in the ownership of, all or, any beneficial interest therein, unless and until the transferee thereof has agreed portion of its Membership Interest (any transaction described in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
clauses (i) there is then or (ii), a "Transfer"), in effect a registration statement under each case without the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, orprior consent of any other Member.
(iib) All Transfers hereunder shall be by instrument (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially including in the case of a merger or business combination the relevant agreement or plan of merger or combination), in form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence substance reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation Company, which instrument shall contain an express statement by the staff transferee of its agreement to accept, adopt and be bound by all of the Securities terms and Exchange Commission that action be taken with respect theretoprovisions of this Agreement, whereupon such Holder as the same may have been amended from time to time, which shall be entitled to include a Certificate duly endorsed for transfer such Securities in accordance with the terms of the notice delivered by the Holder transferring Member and delivered to the Company. It is agreed that All Transfers shall provide for the payment by the transferring Member of all reasonable expenses incurred by the Company will not require opinions of counsel for transactions made in connection with such Transfer, including, without limitation, the necessary amendments to this Agreement to reflect such Transfer. The transferring Member and the transferee shall execute and acknowledge any and all such instruments as the Company may reasonably request to effectuate such Transfer, in each case in form and substance reasonably satisfactory to the Company. In no event shall the Company dissolve or terminate pursuant to Rule 144 Section 708 of the Code or otherwise upon the admission of any Member to the Company or upon any permitted Transfer of an interest in the Company by any Member.
(c) Notwithstanding anything to the contrary in this Agreement, at law or in equity, no Member shall Transfer or otherwise affect any Membership Interest in a way that would cause a default under any material agreement, license, permit or other instrument of any kind whatsoever to which the Company is a party or by which it is bound or that would cause, or might be reasonably expected to cause, an Adverse PUHCA Event or an Adverse QF Event. In addition, without the consent of the other Members, no Transfer (whether to a Subsidiary or otherwise) shall relieve or release the assigning Member from any of its obligations under the Transaction Documents, except in unusual circumstancesas permitted thereunder.
Appears in 2 contracts
Samples: LLC Agreement (Uae Ref Fuel Ii Corp), LLC Agreement (MSW Energy Hudson LLC)
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02, and subject to Section 5(b8.01(b), this Warrant may not be transferred Section 8.01(c), Section 8.01(d) and Section 8.01(e), any underwriter lock-up agreement applicable to such Member, any Vesting Letter and/or any other agreement between such Member and the Company, Manager, PubCo or assigned in whole or in part any of their respective Controlled Affiliates, without the Company’s prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent (which shall not be unreasonably withheld), and on any attempt by Holder matter or to transfer receive or assign have any rights, duties economic interest in distributions or obligations that arise under this Warrant without such permission shall be voidadvances from the Company pursuant thereto. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio.
(b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that:
(i) the Transferor shall have provided to the Company prior notice of such Transfer;
(ii) the Transferee shall agree in writing to be bound by this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Company;
(iii) the Transfer shall comply with all applicable federal Laws;
(iv) to the knowledge of the Transferee and state securities laws. The Holder agrees Transferor after reasonable inquiry of the Company, the Transfer shall not impose material liability or material reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company or any Member thereof becoming subject to make the jurisdiction of any saleGovernmental Authority anywhere, assignmentother than the Governmental Authorities in which the Company is then subject to such liability, transferreporting obligation or jurisdiction; and
(v) such Transfer shall comply with Article IX (to the extent Article IX governs such Transfer of Units).
(c) Notwithstanding any other provision of this Agreement to the contrary, pledge or other disposition of but subject to Article IX, no Member shall Transfer all or any portion part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the SecuritiesManaging Member, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of would cause the Company to take (i) be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and hold such Securities Regulations promulgated thereunder or (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h).
(d) Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject toto the provisions of Section 3.01 and Section 3.02.
(e) For the avoidance of doubt, and in addition to be bound by, the terms and conditions any restrictions on Transfer set forth in this WarrantArticle VIII that may apply to such Transfer, to the same extent as if the transferee were the original Holder hereunder, and
(i) there any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Vesting Letter to which such Member is then in effect a registration statement under the Securities Act covering such proposed disposition party and such disposition is made in accordance with such registration statement, or
(ii) any Transfer of Employee Holdco Member Interests (Aas defined below) such Holder shall have given prior written notice be subject to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed restrictions on Transfer applicable thereto pursuant to the satisfaction of the Company in writingEmployee Holdco I LLC Agreement, substantially in the form of Exhibit A-1Employee Holdco II LLC Agreement or Executive Holdco LLC Agreement, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesapplicable.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Endeavor Group Holdings, Inc.), Limited Liability Company Agreement (Endeavor Group Holdings, Inc.)
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 7.02, and subject to Section 5(b7.01(b), this Warrant may not be transferred Section 7.01(c), Section 7.01(d), Section 7.01(e), Section 7.01(f) and Section 7.01(g), any underwriter lock-up agreement applicable to such Member, any Vesting Letter and/or any other agreement between such Member and the Company, PubCo or assigned in whole or in part any of their respective Controlled Affiliates, without the Company’s prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent (which shall not be unreasonably withheld), and on any attempt by Holder matter or to transfer receive or assign have any rights, duties economic interest in distributions or obligations that arise under this Warrant without such permission shall be voidadvances from the Company pursuant thereto. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be such Transfer which is not in compliance with all applicable federal the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and state securities laws. The Holder agrees not a breach of this Agreement by such Member) and shall be null and void ab initio.
(b) Except as otherwise expressly provided herein, it shall be a condition precedent to make any sale, assignment, transfer, pledge Transfer otherwise permitted or other disposition approved pursuant to this Article VII that:
(i) the Transferor shall have provided to the Company prior notice of all or any portion of such Transfer;
(ii) the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed Transferee shall agree in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound byby this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Company;
(iii) the Transfer shall comply with all applicable Laws;
(iv) to the knowledge of the Transferee and Transferor after reasonable inquiry of the Company, the terms Transfer shall not impose material liability or material reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company or any Member thereof becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities in which the Company is then subject to such liability, reporting obligation or jurisdiction; and
(v) such Transfer shall comply with Article VIII (to the extent Article VIII governs such Transfer of Units).
(c) [reserved].
(d) Any Transfer of Units pursuant to this Agreement, including this Article VII, shall be subject to the provisions of Section 3.01 and conditions Section 3.02.
(e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this WarrantArticle VII that may apply to such Transfer, any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Vesting Letter to which such Member is a party.
(f) Notwithstanding anything else contained herein, without the prior written consent of the Manager, none of the individuals listed on Schedule B may transfer any Units or other Equity Securities of the Company.
(g) Notwithstanding anything else contained herein, without the prior written consent of the Manager, (i) no Member shall Transfer any Units or other Equity Securities of the Company; and (ii) the Company shall not issue any Units or other Equity Securities; in each case, to the same extent as if the transferee were the original Holder hereunder, and
such action would result in PubCo owning less than eighty percent (i80%) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances total voting power or value of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (Cas determined under Section 1504(a)(2) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesCode.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Endeavor Group Holdings, Inc.), Limited Liability Company Agreement (Endeavor Group Holdings, Inc.)
Restrictions on Transfers. Subject to Section 5(bUntil the earlier of the receipt of the Requisite FNCB Vote or the Termination Time (as defined below), this Warrant may not be transferred the Shareholder shall not, directly or assigned indirectly, sell, offer to sell, give, pledge, grant a security interest in, encumber, assign, grant any option for the sale of or otherwise transfer or dispose, enter into any swap or other arrangement that xxxxxx or transfers to another, in whole or in part without part, any of the Company’s prior written consent economic consequences of ownership of, or enter into any agreement, arrangement, contract or understanding to take any of the foregoing actions with respect to (which shall not be unreasonably withheldeach, a “Transfer”), and any attempt Shares, other than a Transfer of Shares (x) by Holder to transfer will or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer operation of this Warrant, the Shares or the common stock issuable upon the conversion law as a result of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion death of the SecuritiesShareholder, or any beneficial interest thereinin which case, unless and until this Agreement shall bind the transferee thereof has agreed in writing transferee, (y) for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, bona fide estate planning purposes to the same extent as if the transferee were the original Holder hereunder, and
Shareholder's (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
affiliates (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially as defined in the form of Exhibit A-1, that the Securities are being acquired (iMerger Agreement) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) immediate family members (each, a “no action” letter from Permitted Transferee”), or (z) by or at the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff direction of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with holder of a Lien (as defined below) as required by the terms of such Lien; provided that, in the notice delivered case of the foregoing subclauses (x) and (y) only, as a condition to such Transfer, such Permitted Transferee shall be required to duly execute and deliver to PFIS a joinder to this Agreement (in form and substance reasonably satisfactory to PFIS); provided, further, that, in the case of the foregoing subclause (y) only, the Shareholder shall remain jointly and severally liable for any breaches or violations by any such Permitted Transferee of the terms hereof. Any Transfer of Shares in violation of this Section 1(b) shall be null and void. The Shareholder further agrees to authorize and request FNCB to notify FNCB’s transfer agent that there is a stop transfer order with respect to all of the Shares owned by the Holder to Shareholder and that this Agreement places limits on the Company. It is agreed that Transfer of the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesShareholder's Shares.
Appears in 2 contracts
Samples: Merger Agreement (FNCB Bancorp, Inc.), Voting and Support Agreement (Denaples Louis A)
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02, and subject to Section 5(b8.01(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheldSection 8.01(c), Section 8.01(d), Section 8.01(e), and any attempt by Holder underwriter lock-up agreement applicable to transfer such Member and/or any other agreement between such Member and the Company, Pubco or assign any rightsof their controlled Affiliates, duties without the prior written approval of the Managing Member, no Member shall directly or obligations indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto, to any Person that arise under this Warrant without such permission shall be voidis not a Permitted Transferee. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be such Transfer which is not in compliance with all applicable federal the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and state securities lawsa breach of this Agreement by such Member) and shall be null and void ab initio. The Holder agrees not Notwithstanding anything to make any salethe contrary in this Article 8, assignment(i) Section 10.03 of this Agreement shall govern the exchange of LLC Units for shares of Class A Common Stock, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject an exchange pursuant to, and in accordance with, Section 10.03 of this Agreement shall not be considered a “Transfer” for purposes of this Agreement, and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement.
(b) Except as otherwise expressly provided herein, it shall be a condition precedent to be bound by, the terms and conditions set forth in any Transfer otherwise permitted or approved pursuant to this Warrant, to the same extent as if the transferee were the original Holder hereunder, andArticle 8 that:
(i) there is then in effect a registration statement under the Securities Act covering Transferor shall have provided to the Company prior notice of such proposed disposition and such disposition is made in accordance with such registration statement, orTransfer; and
(ii) (A) such Holder the Transfer shall have given prior written notice to comply with all Applicable Laws and the Company of such Holder’s intention to make such disposition and Managing Member shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company satisfied that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration Transfer will not result in a recommendation by the staff violation of the Securities Act.
(c) Notwithstanding any other provision of this Agreement to the contrary, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer (i) would result in the Company failing to satisfy the “safe harbor” requirements under Treasury Regulations Section 1.7704-1(h) (the “100 Partner Safe Harbor”) or (ii) in the reasonable discretion of the Managing Member, would cause the Company to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Exchange Commission that action be taken with respect theretothe Treasury Regulations promulgated thereunder.
(d) Any Transfer of Units pursuant to this Agreement, whereupon such Holder including this Article 8, shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder subject to the Company. It provisions of Section 3.01 and Section 3.03.
(e) If there is agreed that the Company will not require opinions a Transfer of counsel for transactions made Units to Permitted Transferees pursuant to Rule 144 except this Agreement, the Units held by each such Permitted Transferee shall be included in unusual circumstancescalculating the Substantial Ownership Requirement.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (TWFG, Inc.), Limited Liability Company Agreement (TWFG, Inc.)
Restrictions on Transfers. Subject (a) Except as provided in this Article VIII, no Member shall Transfer all or any part of its Units or any right pertaining thereto, including the right to Section 5(b), this Warrant may not be transferred vote or assigned in whole consent on any matter or in part to receive distributions or advances from the Company pursuant thereto without the Company’s prior written consent approval of the Board in its sole discretion; provided, however, that, in accordance with Section 2.11 and the Section 2.01 Principle, no such prior approval of the Board shall be required in connection with any such Transfer that corresponds to a Transfer of Holdco A Shares effected at the request of such Member and in accordance with the Holdco Agreement, subject to the satisfaction of the applicable requirements described in Section 3.02(b); provided, further, that, at the election of either such Member or the Manager, any such Transfer of all or a portion of such corresponding Holdco A Shares may be effected by an exchange of such corresponding Holdco A Shares in redemption of the corresponding Units held by such Member followed by the Transfer by such Member of such corresponding Holdco Class A Shares to the Transferee. Any Transfer, either directly or indirectly, or issuance of Equity Securities by a Member or a Permitted Transferee, with the purpose or effect of circumventing (which as determined in good faith by the Manager) the foregoing provisions, shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with the provisions of this Agreement, and shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio.
(b) It shall be a condition precedent to any Transfer of Units otherwise permitted or approved pursuant to this Article VIII that:
(i) the Transferor shall have provided to the Company prior written notice of such Transfer at least ten (10) Business Days in advance of such Transfer;
(ii) the Transferee, in the case of a Transfer of Units, shall agree in writing to be bound by this Agreement and the terms of any Award Agreements to which such Units are subject and shall have executed and delivered an Addendum Agreement in the form attached thereto;
(iii) the Transfer shall comply with all applicable federal and federal, state or foreign laws, including securities laws. The Holder agrees ;
(iv) the Transfer will not subject the Company to make any saleregistration or reporting requirements of the Investment Company Act of 1940, assignmentas amended;
(v) the Transfer shall not impose any material liability or reporting obligation on the Company, transferany Member (other than the Transferor or the Transferee) or the Manager in any jurisdiction, pledge whether domestic or foreign, or result in the Company, any Member or the Manager becoming subject to the jurisdiction of any court or governmental entity anywhere, other disposition than the states, courts and governmental entities in which the Company or the Manager is then subject to such liability, reporting obligation or jurisdiction;
(vi) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall satisfy one or more safe harbor provisions of Treasury Regulations Section 1.7704-1 including Sections 1.7704-1(e), (f), (g), (h) and (j), relating to “publicly traded partnerships”;
(vii) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall not cause a Dissolution Event or, unless the Manager determines it to be immaterial, a termination of the Company pursuant to Section 708 of the Code;
(viii) the Transfer shall not cause all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit assets of the Company to take constitute “plan assets” under United States Employee Retirement Income Security Act of 1974, as amended, or the Code; and
(ix) upon the request of the Manager, any Member undertaking a Transfer of such Units pursuant to this Article VIII shall have delivered an opinion of counsel, in form and hold substance reasonably satisfactory to the Manager that such Securities subject to, Transfer complies with the conditions set forth clauses (i) through (viii) of this Section 8.01(b). The Manager may also request officer certificates and representations and warranties from the Transferee and Transferor as to be bound by, the terms and conditions matters set forth in this Warrant, Section 8.01(b) and such other factual matters as the Manager may reasonably request.
(c) Notwithstanding anything to the same extent as if contrary contained in Section 8.01 (other than the transferee were provisions of Section 8.01(b), which shall be applicable in any event), any Transfer by any Member of (x) all or any of such Member’s Class A Units to a spouse, lineal ancestor, lineal descendant, legally adopted child, brother or sister of such Member, (y) all or any portion of such Member’s Units to a lineal descendant or legally adopted child of a brother or sister of any Person described in the original Holder hereunder, and
immediately preceding clause (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(iix) (Aany Person described in the immediately preceding clause (x) or (y), a “Family Member”) or to a trust or other entity whose sole and exclusive beneficiaries are such Holder shall have given prior written notice to the Company Member and/or Family Members of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description Member, or (z) not more than twenty percent (20%) of the manner and circumstances Class A Units issued to such Member to another Member, provided that, in the case of the proposed dispositionclauses (x), (By) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Companyz), such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will Transfers would not result in a recommendation by the staff violation of the Securities applicable law, including U.S. federal or state securities laws and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.Transferee
Appears in 2 contracts
Samples: Limited Liability Company Agreement (EP Energy Corp), Limited Liability Company Agreement (EP Energy Corp)
Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld)consent, and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares Warrant or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either with (i) evidence an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 2 contracts
Samples: Warrant Agreement (Docusign Inc), Warrant Agreement (NanoString Technologies Inc)
Restrictions on Transfers. (a) Subject to Section 5(b11.2 and subsections (b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), c) and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer (d) of this WarrantSection 11.1, the Shares or the common stock issuable upon the conversion of the Shares a Member may (the “Securities”i) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge sell, assign, pledge, encumber or other disposition otherwise directly dispose of all or any portion of the Securitiesits Membership Interest, or (ii) by merger or other business combination involving such Member or a company directly or indirectly owning equity interests in such Member, cause a change in the ownership of, all or any beneficial interest therein, unless and until the transferee thereof has agreed portion of its Membership Interest (any transaction described in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
clauses (i) there is then or (ii), a "Transfer"), in effect a registration statement under each case without the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, orprior consent of any other Member.
(iib) All Transfers hereunder shall be by instrument (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially including in the case of a merger or business combination the relevant agreement or plan of merger or combination), in form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence substance reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation Company, which instrument shall contain an express statement by the staff transferee of its agreement to accept, adopt and be bound by all of the Securities terms and Exchange Commission that action be taken with respect theretoprovisions of this Agreement, whereupon such Holder as the same may have been amended from time to time, which shall be entitled to include a Certificate duly endorsed for transfer such Securities in accordance with the terms of the notice delivered by the Holder transferring Member and delivered to the Company. It is agreed that All Transfers shall provide for the payment by the transferring Member of all reasonable expenses incurred by the Company will not require opinions of counsel for transactions made in connection with such Transfer, including, without limitation, the necessary amendments to this Agreement to reflect such Transfer. The transferring Member and the transferee shall execute and acknowledge any and all such instruments as the Company may reasonably request to effectuate such Transfer, in each case in form and substance reasonably satisfactory to the Company. Except pursuant to Rule 144 a Transfer under subsection (d) of this Section 11.1, in no event shall the Company dissolve or terminate pursuant to Section 708 of the Code or otherwise upon the admission of any Member to the Company or upon any permitted Transfer of an interest in the Company by any Member.
(c) Notwithstanding anything to the contrary in this Agreement, at law or in equity, no Member shall Transfer or otherwise affect any Membership Interest in a way that would cause a default under any material agreement, license, permit or other instrument of any kind whatsoever to which the Company is a party or by which it is bound or that would cause, or might be reasonably expected to cause, an Adverse PUHCA Event or an Adverse QF Event. In addition, without the consent of the other Members, no Transfer (whether to a Subsidiary or otherwise) shall relieve or release the assigning Member from any of its obligations under the Transaction Documents, except as permitted thereunder.
(d) Subject to Section 11.2 and subsections (b) and (c) of this Section 11.1 (other than the last sentence of subsection (b)), for a period of twelve months from March , 2003, each of Duke RF and UAE RF, while affiliated with Duke Energy Services, Inc. and United America Energy Corp., as the case may be (the "Initial Members") shall be entitled, without the consent of any other Member, to effect a Transfer that may result in unusual circumstancesa termination of the Company pursuant to Section 708(b)(1)(B) of the Code. If either of the Initial Members effects a Transfer pursuant to this subsection (d) that results in a termination of the Company pursuant to Section 708(b)(1)(B) of the Code (an "Initial Transfer"), such Initial Member (or a wholly owned Subsidiary thereof) shall be permitted to effect one (but not more than one) additional Transfer pursuant to this subsection (d), provided that such additional Transfer is effected within 30 days after the Initial Transfer.
Appears in 2 contracts
Samples: LLC Agreement (Uae Ref Fuel Ii Corp), LLC Agreement (MSW Energy Hudson LLC)
Restrictions on Transfers. Subject (a) Except as provided in this Article VIII, no Member shall Transfer all or any part of its Units or any right pertaining thereto, including the right to Section 5(b), this Warrant may not be transferred vote or assigned in whole consent on any matter or in part to receive distributions or advances from the Company pursuant thereto without the Company’s prior written consent approval of the Board in its sole discretion. Any such Transfer, either directly or indirectly, or issuance of Securities by a Member or a Permitted Transferee, with the purpose or effect of circumventing (which as determined in good faith by the Manager) the foregoing restriction, shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with the provisions of this Agreement, and shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio.
(b) It shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that:
(i) the Transferor shall have provided to the Company prior written notice of such Transfer at least ten (10) Business Days in advance of such Transfer;
(ii) the Transferee, in the case of a Transfer of Units, shall agree in writing to be bound by this Agreement and the terms of any Award Agreements to which such Units are subject and shall have executed and delivered an Addendum Agreement in the form attached thereto;
(iii) the Transfer shall comply with all applicable federal and federal, state or foreign laws, including securities laws. The Holder agrees ;
(iv) the Transfer will not subject the Company to make any saleregistration or reporting requirements of the Investment Company Act of 1940, assignmentas amended;
(v) the Transfer shall not impose any material liability or reporting obligation on the Company, transferany Member (other than the Transferor or the Transferee) or the Manager in any jurisdiction, pledge whether domestic or foreign, or result in the Company, any Member or the Manager becoming subject to the jurisdiction of any court or governmental entity anywhere, other disposition than the states, courts and governmental entities in which the Company or the Manager is then subject to such liability, reporting obligation or jurisdiction;
(vi) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall satisfy one or more safe harbor provisions of Treasury Regulations Section 1.7704-1 including Sections 1.7704-1(e), (f), (g), (h) and (j), relating to “publicly traded partnerships”;
(vii) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall not cause a Dissolution Event or, unless the Manager determines it to be immaterial, a termination of the Company pursuant to Section 708 of the Code;
(viii) the Transfer shall not cause all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit assets of the Company to take constitute “plan assets” under United States Employee Retirement Income Security Act of 1974, as amended, or the Code; and
(ix) upon the request of the Manager, any Member undertaking a Transfer of such Units pursuant to this Article VIII shall have delivered an opinion of counsel, in form and hold substance reasonably satisfactory to the Manager that such Securities subject to, Transfer complies with the conditions set forth clauses (i) through (viii) of this Section 8.01(b). The Manager may also request officer certificates and representations and warranties from the Transferee and Transferor as to be bound by, the terms and conditions matters set forth in this Warrant, Section 8.01(b) and such other factual matters as the Manager may reasonably request.
(c) Notwithstanding anything to the same extent as if contrary contained in Section 8.01 (other than the transferee were provisions of Section 8.01(b), which shall be applicable in any event), any Transfer by any Member of all or any of its respective Class B Units to (x) a spouse, lineal ancestor, lineal descendant, legally adopted child, brother or sister of such Member or (y) a lineal descendant or legally adopted child of a brother or sister of any Person described in the original Holder hereunder, and
immediately preceding clause (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(iix) (Aany Person described in the immediately preceding clause (x) or (y), a “Family Member”) or to a trust or other entity whose sole and exclusive beneficiaries are such Holder shall have given prior written notice to the Company Member and/or Family Members of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed dispositionMember, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1provided, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will Transfers would not result in a recommendation by violation of applicable law, including U.S. federal or state securities laws and such Transferee executes and delivers to the staff Company an Addendum Agreement (each such Transfer described in clause (x) or (y), a “Permitted Transfer” and each such Person receiving Class B Units pursuant to such Permitted Transfer, a “Permitted Transferee”) shall be permitted at any time without prior approval of the Securities and Exchange Commission that action be taken with respect theretoManager.
(d) Notwithstanding anything to the contrary contained in this Agreement, whereupon upon the consummation of any Transfer of Units permitted pursuant to this Article VIII, if such Holder Transferor owes any amount pursuant to any Management Loan, then until such time as all outstanding amounts under such Management Loan have been repaid in full, the Company shall be entitled to transfer such Securities in accordance with the terms direct payment of the notice delivered by the Holder applicable consideration received pursuant to such Transfer first to the Company. It repayment of such Management Loan, or, to the extent such consideration is agreed that received by such Transferor, such Transferor shall pay such amounts to the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesor Holdco (as applicable) as lender under such Management Loan.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (EP Energy Corp), Limited Liability Company Agreement (EP Energy Corp)
Restrictions on Transfers. Subject (a) No Unit may be transferred, sold, assigned or exchanged if the transfer or sale of such Unit, when added to the total of all other transfers or sales of Units within the period of twelve (12) consecutive months prior to the proposed date of sale or exchange, would, in the opinion of counsel for the Partnership, result in the termination of the Partnership under Section 708 of the Code unless the Partnership and the transferring holder shall have received a ruling from the IRS that the proposed sale or exchange will not cause such termination.
(b) No transfer or assignment may be made if, as a result of such transfer, a Limited Partner (other than one transferring all of his Units) will own fewer than the minimum number of Units required to be purchased under Section 8.5(b) hereof, unless such transfer is made on behalf of a Retirement Plan, or such transfer is made by gift, inheritance, intra-family transfer, family dissolution or to an Affiliate.
(c) No transfer or assignment of any Unit may be made if counsel for the Partnership is of the opinion that such transfer or assignment would be in violation of any state securities or “Blue Sky” laws (including investment suitability standards) applicable to the Partnership.
(d) All Units originally issued pursuant to qualification under the California Corporate Securities Law of 1968 shall be subject to, and all documents of assignment and transfer evidencing such Units shall bear, the following legend condition:
(e) No transfer or assignment of any interest in the Partnership shall be made (i) in the case of Units subject to Section 5(b)17.3(d) hereof, unless the transferor shall have obtained, if necessary, the consent of the California Commissioner of the Department of Corporations to such transfer, (ii) unless the transferee shall have paid or, at the election of the General Partners, obligated himself to pay, all reasonable expenses connected with such transfer, substitution and admission, including, but not limited to, the cost of preparing an appropriate amendment to this Warrant may not be transferred Agreement to effectuate the transferee’s admission as a substituted Limited Partner pursuant to Section 17.4 hereof, or assigned (iii) where the assignor and Assignee agree in whole connection therewith that the assignor shall exercise any residual powers remaining in him as a Limited Partner in favor of or in part without the Companyinterest or at the direction of the Assignee.
(f) With the exception of intra-family transfers or transfers made by gift, inheritance or family dissolution, no transfer or assignment of any interest in the Partnership shall be made unless the transferee has (i) either (A) a net worth of at least forty-five thousand dollars ($45,000) and an annual gross income of at least forty-five thousand dollars ($45,000) or (B) a net worth of at least one hundred fifty thousand dollars ($150,000) and (ii) satisfied any higher suitability standards that may apply in the transferee’s prior written consent state of primary residence. For purposes of the foregoing standards, net worth is computed exclusive of home, furnishings and automobiles. Each transferee will be required to represent that he complies with the applicable standards, that he is purchasing in a fiduciary capacity for a Person meeting such standards, or that he is purchasing with funds directly or indirectly supplied by a donor who meets such standards. No transfer may be made to any Person who does not make such representation.
(which shall not be unreasonably withheldg) No Limited Partner may transfer or assign any Units or beneficial ownership interests therein (whether by sale, exchange, repurchase, redemption, pledge, hypothecation or liquidation), and any attempt such purported transfer shall be void ab initio and shall not be recognized by Holder the Partnership or be effective for any purpose unless (i) the General Partners determine, in their sole discretion, that the Partnership would be able to satisfy any of the secondary market safe harbors contained in Treasury Regulations Section 1.7704-1 (or any other applicable safe harbor from publicly traded partnership status which may be adopted by the IRS) for the Partnership’s taxable year in which such transfer otherwise would be effective, or (ii) the Partnership has received an opinion of counsel satisfactory to the General Partners or a favorable IRS ruling that any such transfer will not result in the Partnership’s being classified as a publicly traded partnership for federal income tax purposes. The Limited Partners agree to provide all information with respect to a proposed transfer that the General Partners deem necessary or desirable in order to make such determination, including but not limited to, information as to whether the transfer occurred on a secondary market (or the substantial equivalent thereof).
(h) Any purported transfer or assign any rights, duties or obligations that arise under this Warrant without such permission assignment not satisfying all of the foregoing conditions shall be void. Any void ab initio, and no purported transfer or assignment shall be of this Warrant, the Shares or the common stock issuable upon the conversion any effect unless all of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and foregoing conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, andhave been satisfied.
(i) there is then A Limited Partner requesting a transfer of Units shall be required, as a condition to effecting such transfer, to pay a reasonable transfer fee in effect a registration statement under an amount determined by the Securities Act covering such proposed disposition and such disposition is made in accordance General Partners to be sufficient to cover the costs to the Partnership associated with such registration statementtransfer. A fee of fifty dollars ($50) shall be deemed reasonable, or
(ii) (A) such Holder but shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with not preclude a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested conclusion by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company General Partners that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It higher fee is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesreasonable.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Behringer Harvard Mid Term Value Enhancement Fund I Lp), Agreement of Limited Partnership (Behringer Harvard Short Term Opportunity Fund I Lp)
Restrictions on Transfers. Subject to Section 5(b)7.2.1. No sale, this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld)exchange, and any attempt by Holder to transfer or assign assignment of any rightsUnits may be made if, duties in the opinion of counsel to the Partnership, such sale, exchange, transfer or obligations assignment would:
(i) when added to the total of all other Units sold or exchanged within a period of 12 consecutive months prior thereto, result in the Partnership being considered to have terminated within the meaning of Section 708 of the Code; provided, that arise under this Warrant without such permission any deferred sales or exchanges shall be voidmade (in chronological order to the extent practicable) as of the first day of a fiscal quarter after the end of any such 12-month period, subject to the provisions of this Article 7;
(ii) cause the Partnership to become a publicly-traded partnership for Federal income tax purposes;
(iii) cause the Partnership to cease to qualify under Section 42(j)(5)(B) or Section 47 of the Code;
(iv) result in the Partnership or any other Partner being required to recapture any Tax Credits unless the holder of such Units indemnifies the Partnership and its Partners for such recapture; or
(v) result in the Partnership being treated as an association taxable as a corporation for Federal income tax purposes.
7.2.2. No sale, exchange, transfer or assignment of any Unit shall be made to any Person exempt from Federal income tax under Section 501 of the Code, to any Person defined in Section 168(h)(2) of the Code, to any Individual Retirement Account as defined in Section 408(a) of the Code, to any Xxxxx Plan, to any nonresident alien, or to any foreign Person.
7.2.3. Any transfer of this Warrant, a Unit to a Person who makes a market in securities shall be void ab initio unless such Person shall certify to the Shares or General Partner that it has acquired such Unit solely for investment purposes and not for the common stock issuable upon the conversion purpose of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities lawsresale.
7.2.4. The Holder agrees not to make any No purported sale, assignmentexchange, transfer or assignment by a transferror of a Unit shall be permitted unless the transferror shall have represented that such transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and:
(i) there is then in effect was effected through a registration statement under broker-dealer or matching agent whose procedures with respect to the Securities Act covering such proposed disposition transfer of Units have been approved by the General Partner as not being incident to trading on an established securities market or a secondary market and such disposition is made in accordance with such registration statement, not through any other broker-dealer or matching agent; or
(ii) (A) such Holder shall have given prior written notice otherwise was not effected through an established securities market or through a broker-dealer or matching agent which makes a market in Units or which provides a readily available, regular and ongoing opportunity to the Company holders of such Holder’s intention Units to make such disposition and sell or exchange their Units through a public means of obtaining or providing information of offers to buy, sell or exchange Units.
7.2.5. All Units shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resalebe subject to, and all documents of assignment and transfer evidencing such Units shall have confirmed such other matters related thereto as may be reasonably requested by bear, the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.following legend condition:
Appears in 2 contracts
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6), Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 5)
Restrictions on Transfers. Subject to Section 5(b)5, this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, Warrant or the Shares or the common stock issuable upon the conversion of the Shares exercise hereof (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either with (i) evidence an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 2 contracts
Samples: Warrant Agreement (Vaxxinity, Inc.), Warrant Agreement (Vaxxinity, Inc.)
Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares Warrant or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such HolderHxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either with (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 1 contract
Samples: Warrant Agreement (TearLab Corp)
Restrictions on Transfers. Subject to Section 5(b)6.1.1 Each Shareholder, this Warrant may severally and not be transferred jointly, agrees and acknowledges that it will not, directly or assigned in whole indirectly, offer, sell, assign, pledge, encumber or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and otherwise transfer any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion solicit any offers to purchase or otherwise acquire or make a pledge of the any Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any unless such offer, sale, assignment, pledge, encumbrance or other transfer complies with the provisions of this Agreement.
6.1.2 No Shareholder shall sell, assign, pledge, encumber or otherwise transfer any Shares to any Person (regardless of the manner in which such Shareholder initially acquired such Shares) nor shall Bus issue, sell or otherwise transfer any Shares to any Person (all Persons acquiring Shares from a Shareholder or from Bus, regardless of the method of transfer, pledge shall be referred to collectively as “Transferees” and individually as a “Transferee”) unless such Transferee (including any Permitted Transferee) shall have executed and delivered to Bus, as a condition precedent to any acquisition of Shares, a Deed of Adherence in the form set out in Schedule 2 confirming that such Transferee takes such Shares subject to all the terms and conditions of this Agreement, and agrees to be bound by the terms of this Agreement.
6.1.3 Any transfer or attempted transfer of any Shares in violation of this Section 6.1 or with any other Section of this Agreement shall be null and void and of no effect, and Bus shall not give effect to such transfer nor record such transfer on its share register or treat any purported Transferee of such Shares as the owner of such Shares for any purpose.
6.1.4 Except in accordance with Clause 6.1.2 hereof, no Shareholder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any Shares, nor shall any Shareholder enter into any shareholder agreements or arrangements of any kind with any Person with respect to any Shares, inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Shareholders or holders of Shares who are not parties to this Agreement), including but not limited to, agreements or arrangements with respect to the acquisition, disposition or voting of Shares, nor shall any Shareholder act, for any reason, as a member of a group or in concert with any other Persons (other than Permitted Transferees) in connection with the acquisition, disposition or voting of Shares in any manner which is inconsistent with the provisions of this Agreement.
6.1.5 None of the restrictions contained in this Agreement with respect to transfers of Shares (other than those set forth in Clause 6.1.1, 6.1.2 and 6.5) shall apply to:
(a) any transfer or assignment (for consideration or as a gift) by any Shareholder who is an individual to any spouse, child or grandchild of such Shareholder, or by any of such relatives to such Shareholder or to any one or more of such relatives, or by any Shareholder or any such relatives to a trust of which there are no principal beneficiaries other than the Shareholder and/or one or more of such relatives;
(b) any transfer to a legal representative in the event any Shareholder becomes mentally incompetent;
(c) any transfer by will or the laws of descent;
(d) with respect to a Shareholder which is a corporation or partnership, any transfer by such Shareholder to any Affiliate thereof, provided, however, if any such Affiliate which is a Transferee ceases to be an Affiliate of such Shareholder, such Transferee shall transfer its Shares to the original Shareholder or a Permitted Transferee of such original Shareholder;
(e) bona fide pledges of Shares by a Manager to Bus, a bank or other disposition financial institution in order to secure indebtedness for borrowed money incurred by such Manager in order to finance or refinance the purchase of all Shares or to pay taxes related to the sale of such Shares by such Manager;
(f) with respect to any portion of Shareholder which is a limited partnership, the Securitiespartners, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing a liquidating trust for the benefit of the Company partners, of such Shareholder in accordance with the provisions of the limited partnership agreement governing such Shareholder as then in effect;
(g) a transfer by Holding AB to take any of its direct or indirect shareholders or to or among any investment fund sponsored by it or any of its Affiliates; or
(h) a transfer to any Person, who, alone or in concert with other Persons, acquired an interest in the Restructuring Shares after the Restructuring and hold is able to control a majority of the votes attached to the Restructuring Shares issued to the Shareholders pursuant to the Restructuring, on the condition that such Securities subject to, and to transfer be bound by, on the same terms and conditions set forth in this Warrant, to as the same extent as if the transferee were the original Holder hereunder, andinterest that was acquired by such Person(s);
(i) there is then nothing in effect this Clause 6 will prevent Xxxxxxx Xxxxx or Schoyen from selling any Shares in Bus following the establishment of a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, orlisting or dealing facility relating to its Shares;
(iij) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1provided, that the Securities are being acquired in each of Clauses (ia) solely for the transferee’s own account and not as a nominee for any other partyto (h) each Transferee, donee, distributee or pledgee (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities Permitted Transferee”) agrees to take subject to and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance comply with the terms provisions of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesClause 6.
Appears in 1 contract
Restrictions on Transfers. Subject to Section 5(b)7.2.1. No sale, this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld)exchange, and any attempt by Holder to transfer or assign assignment of any rightsUnits may be made if, duties in the opinion of counsel to the Partnership, such sale, exchange, transfer or obligations assignment would:
(i) when added to the total of all other Units sold or exchanged within a period of 12 consecutive months prior thereto, result in the Partnership being considered to have terminated within the meaning of Section 708 of the Code; provided, that arise under this Warrant without such permission any deferred sales or exchanges shall be voidmade (in chronological order to the extent practicable) as of the first day of a fiscal quarter after the end of any such 12-month period, subject to the provisions of this Article 7;
(ii) cause the Partnership to become a publicly-traded partnership for Federal income tax purposes;
(iii) cause the Partnership to cease to qualify under Section 42(j)(5)(B) or Section 47 of the Code;
(iv) result in the Partnership or any other Partner being required to recapture any Tax Credits unless the holder of such Units indemnifies the Partnership and its Partners for such recapture; or
(v) result in the Partnership being treated as an association taxable as a corporation for Federal income tax purposes.
7.2.2. No sale, exchange, transfer or assignment of any Unit shall be made to any Person exempt from Federal income tax under Section 501 of the Code, to any Person defined in Section 168(h)(2) of the Code, to any Individual Retirement Account as defined in Section 408(a) of the Code, to any Xxxxx Plan, to any nonresident alien, or to any foreign Person.
7.2.3. Any transfer of this Warrant, a Unit to a Person who makes a market in securities shall be void ab initio unless such Person shall certify to the Shares or General Partner that it has acquired such Unit solely for investment purposes and not for the common stock issuable upon the conversion purpose of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities lawsresale.
7.2.4. The Holder agrees not to make any No purported sale, assignmentexchange, transfer or assignment by a transferror of a Unit shall be permitted unless the transferror shall have represented that such transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and:
(i) there is then in effect was effected through a registration statement under broker-dealer or matching agent whose procedures with respect to the Securities Act covering such proposed disposition transfer of Units have been approved by the General Partner as not being incident to trading on an established securities market or a secondary market and such disposition is made in accordance with such registration statement, not through any other broker-dealer or matching agent; or
(ii) otherwise was not effected through an established securities market or through a broker-dealer or matching agent which makes a market in Units or which provides a readily available, regular and ongoing opportunity to the holders of Units to sell or exchange their Units through a public means of obtaining or providing information of offers to buy, sell or exchange Units.
7.2.5. In connection with state securities laws restrictions on transfer, Section 260.141.11 of the Rules of the California Commissioner of Corporations states:
(Aa) The issuer of any security upon which a restriction on transfer has been imposed pursuant to Sections 260.141.10 or 260.534 shall cause a copy of this section to be delivered to each issuee or transferee of such Holder shall have given security at the time the certificate evidencing the security is delivered to the issuee or transferee.
(b) It is unlawful for the holder of any such security to consummate a sale or transfer of such security, or any interest therein, without the prior written notice consent of the Commissioner (until this condition is removed pursuant to Section 260.141.12 of these rules), except:
(1) to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, issuer;
(B2) the transferee shall have confirmed pursuant to the satisfaction order or process of the Company any court;
(3) to any person described in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired Subdivision (i) solely of Section 25102 of the Code or Section 260.105.14 of these rules;
(4) to the transferor's ancestors, descendants, or spouse, or any custodian or trustee for the account of the transferor or the transferor's ancestors, descendants, or spouse; or to a transferee by a trustee or custodian for the account of the transferee or the transferee’s own account and not 's ancestors, descendants, or spouse;
(5) to holders of securities of the same class of the same issuer;
(6) by way of gift or donation inter vivos or on death;
(7) by or through a broker-dealer licensed under the Code (either acting as such or as a nominee finder) to a resident of a foreign state, territory, or country who is neither domiciled in this state to the knowledge of the broker-dealer, nor actually present in this state if the sale of such securities is not in violation of any securities law of the foreign state, territory, or country concerned;
(8) to a broker-dealer licensed under the Code in a principal transaction, or as an underwriter or member of an underwriting syndicate or selling group;
(9) if the interest sold or transferred is a pledge or other lien given by the purchaser to the seller upon a sale of the security for any other partywhich the Commissioner's written consent is obtained or is not required;
(10) by way of a sale qualified under Section 25111, 25112, 25113, or 25121 of the Code, of the securities to be transferred, provided that no order under Section 25140 or subdivision (a) of Section 25143 of the Code is in effect with respect to such qualification;
(11) by a corporation to a wholly-owned subsidiary of such corporation, or by a wholly-owned subsidiary of a corporation to such corporation;
(12) by way of an exchange qualified under Section 25111, 25112, or 25113 of the Code, provided that no order under Section 25140 or subdivision (a) of Section 25143 of the Code is in effect with respect to such qualification;
(13) between residents of foreign states, territories, or countries who are neither domiciled nor actually present in this state;
(14) to the State Controller pursuant to the Unclaimed Property Law or to the administrator of the unclaimed property law of another state; or
(15) by the State Controller pursuant to the Unclaimed Property Law or by the administrator of the unclaimed property law of another state if, in either such case, such person (i) discloses to potential purchasers at the sale that transfer of the securities is restricted under this rule, (ii) for investment delivers to each purchaser a copy of this rule, and (iii) advises the Commissioner of the name of each purchaser;
(16) by a trustee to a successor trustee when such transfer does not with involve a view toward distribution change in the beneficial ownership of the securities; or
(17) by way of an offer and sale of outstanding securities in an issuer transaction that is subject to the qualification requirement of Section 25110 of the Code but exempt from that qualification requirement by subdivision (f) of Section 25102; provided that any such transfer is on the condition that any certificate evidencing the security issued to such transferee shall contain the legend required by this section.
(c) The certificates representing such securities subject to such a restriction on transfer, whether upon initial issuance or resaleupon any transfer thereof, shall bear on their face a legend, prominently stamped or printed thereon in capital letters of not less than 10-point size, reading as follows: 'IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OR THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.'" Such restriction shall be noted in the appropriate records of the Partnership, and no transfer of any interest in the Partnership shall have confirmed be made except in compliance with the terms of such other matters related thereto legend condition.
7.2.6. No sale, exchange, transfer or assignment of any Unit shall be made to any Person who does not satisfy the investor suitability standards imposed by the Partnership in connection with the public Offering of the Units or such more restrictive standards, if any, as may be reasonably requested required under applicable state securities laws.
7.2.7. No purported sale, exchange, assignment or transfer by a Limited Partner of any Unit after which any transferror or transferee would hold any fraction of a Unit, will be permitted or recognized (except for transfers by gift, inheritance, bequest or family dissolution, or transfers to Affiliates of the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either transferror).
7.2.8. The General Partner (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities make any reasonable inquiry of the Limited Partners and prospective Limited Partners in accordance connection with the terms provisions of this Section 7.2, and (ii) may, in its sole discretion, on behalf of the notice delivered by Partnership, impose any restrictions on transfers of Units or any other additional procedures or requirements which it deems appropriate in order to prevent the Holder Partnership from being treated for tax purposes as an association or as a publicly-traded partnership, or to give effect to the Companyintent of this Section 7.2, and shall be permitted, in order to give effect to any such restriction, procedures or requirements, to amend this Agreement without the Consent of the Limited Partners. It is agreed The General Partner shall give Notification to all Limited Partners in the event that sales, exchanges, transfers or assignments have generally been suspended.
7.2.9. The General Partner will review from time to time the Company limitations and restrictions on the sale, exchange, transfer or assignment of Units and will not require opinions eliminate or modify such limitations or restrictions to make them less restrictive if the Partnership shall have received an opinion of counsel for transactions that such elimination or modification may be made pursuant without material adverse tax consequences to Rule 144 except in unusual circumstancesthe Partners.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 7)
Restrictions on Transfers. (a) Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent subsections (which shall not be unreasonably withheld), b) and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer (c) of this WarrantSection 11.1, the Shares or the common stock issuable upon the conversion of the Shares a Member may (the “Securities”i) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge sell, assign, pledge, encumber or other disposition otherwise directly dispose of all or any portion of the Securitiesits Membership Interest, or (ii) by merger or other business combination involving such Member or a company directly or indirectly owning equity interests in such Member, cause a change in the ownership of, all or any beneficial interest therein, unless and until the transferee thereof has agreed portion of its Membership Interest (any transaction described in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
clauses (i) there is then or (ii), a "Transfer"), in effect a registration statement under each case without the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, orprior consent of any other Member.
(iib) All Transfers hereunder shall be by instrument (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially including in the case of a merger or business combination the relevant agreement or plan of merger or combination), in form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence substance reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation Company, which instrument shall contain an express statement by the staff transferee of its agreement to accept, adopt and be bound by all of the Securities terms and Exchange Commission that action be taken with respect theretoprovisions of this Agreement, whereupon such Holder as the same may have been amended from time to time, which shall be entitled to include a Certificate duly endorsed for transfer such Securities in accordance with the terms of the notice delivered by the Holder transferring Member and delivered to the Company. It is agreed that All Transfers shall provide for the payment by the transferring Member of all reasonable expenses incurred by the Company will not require opinions of counsel for transactions made in connection with such Transfer, including, without limitation, the necessary amendments to this Agreement to reflect such Transfer. The transferring Member and the transferee shall execute and acknowledge any and all such instruments as the Company may reasonably request to effectuate such Transfer, in each case in form and substance reasonably satisfactory to the Company. In no event shall the Company dissolve or terminate pursuant to Rule 144 Section 708 of the Code or otherwise upon the admission of any Member to the Company or upon any permitted Transfer of an interest in the Company by any Member.
(c) Notwithstanding anything to the contrary in this Agreement, at law or in equity, no Member shall Transfer or otherwise affect any Membership Interest in a way that would cause a default under any material agreement, license, permit or other instrument of any kind whatsoever to which the Company is a party or by which it is bound or that would cause, or might be reasonably expected to cause, an Adverse PUHCA Event or an Adverse QF Event. In addition, without the consent of the other Members, no Transfer (whether to a Subsidiary or otherwise) shall relieve or release the assigning Member from any of its obligations under this LLC Agreement or the Equity Contribution Agreement, except in unusual circumstancesas permitted thereunder.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Uae Ref Fuel Ii Corp)
Restrictions on Transfers. Subject (a) 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 or (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation.
(b) In the event that (i) NSLP elects to transfer all of the outstanding Class A Units in a single transaction or series of transactions, (ii) the General Partner elects to transfer all or substantially all of the assets to the Partnership in a single transaction or series of transactions, or (iii) the General Partner elects to dissolve the Partnership pursuant to Section 5(b11.1(a), the holders of Class B Units shall be deemed to deliver a Reset Election Notice pursuant to Section 5.10, and such Reset Election Notice shall be deemed to have satisfied all conditions precedent to a Reset Election within Section 5.10. Following the delivery of a Reset Election Notice in accordance with this Warrant may not Section 4.7(b), the Class B Units shall be transferred or assigned in whole or in part without cancelled by the Company’s prior written consent (which Partnership and no longer Outstanding. NSLP shall not be unreasonably withheld)permitted to transfer less than all of its Class A Units, and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission of less than all of its Class A Units shall be voiddeemed void ab initio. Any transfer Notwithstanding the preceding sentence, NSLP shall be permitted to pledge the Class A Units as collateral under its revolving credit agreement in effect on the Closing Date, as the same may be amended or restated from time to time.
(c) In the event a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction, other than a spinoff of this Warrantthe Partnership into a new publicly traded partnership, with respect to NSLP common units is proposed by NSLP or is proposed to NSLP or its partners and approved by the board of directors of the NSLP GP or is otherwise effected or to be effected with the consent or approval of the board of directors of NSLP GP, the Shares or the common stock issuable upon the conversion holders of the Shares (the “Securities”) must Class B Units shall be permitted to participate in compliance with all applicable federal and state securities laws. The Holder agrees not such transaction by delivery of a Reset Election Notice pursuant to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject toSection 5.10, and such Reset Election Notice shall be deemed to be bound by, have satisfied all conditions precedent to a Reset Election within Section 5.10. Following the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect delivery of a registration statement under the Securities Act covering such proposed disposition and such disposition is made Reset Election Notice in accordance with such registration statementthis Section 4.7(c), orthe Class B Units shall be cancelled by the Partnership and no longer Outstanding.
(iid) NSLP, upon the approval of the Conflicts Committee, may elect to spin off the Partnership into a new publicly traded partnership, provided, however, that in any such spin off transaction, the Class B Units shall be converted into customary incentive distribution rights that provide the holders of Class B Units with equivalent economic incentives, as determined in the reasonable discretion of the holders of Class B Units.
(Ae) An Original Holder may not transfer Class B Units other than (a) to such Holder shall have given prior written notice to the Company of such Original Holder’s intention to make such disposition and shall have furnished the Company spouse, lineal descendant or other legal heir, by probate or intestate succession, (b) in connection with a detailed description spinoff transaction pursuant to Section 4.7(c) or (c) to another Original Holder. A holder of Class B Units that is transferred Class B Units pursuant to clause (a) of the manner and circumstances of the proposed disposition, preceding sentence may not transfer Class B Units other than (Ba) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not connection with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (Cspinoff transaction pursuant to Section 4.7(c) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (iib) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesan Original Holder.
Appears in 1 contract
Samples: Limited Partnership Agreement (New Source Energy Partners L.P.)
Restrictions on Transfers. Subject to Section 5(b), this Warrant 9.2.1. No Member may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its LLC Interest without the Securitiesexpress written consent of Class A Members holding a majority in interest of the non-transferred LLC Interests held by Class A Members in their sole and absolute discretion; provided, however, that (a) any Class A Member may transfer all or a portion of its LLC Interest (i) to a Permitted Transferee, (ii) pursuant to and in accordance with any of the transactions contemplated by Sections 2, 3 and 6 of the Investor Rights Agreement, (b) DTVG Sub may transfer all or any portion of its LLC Interest to The DIRECTV Group, Inc., and (c) SkyTerra may transfer all or any portion of its LLC Interests to a wholly owned subsidiary pursuant to the Drop Down, in each case without the consent of any other Member.
9.2.2. Any transferee of an LLC Interest shall become a substituted Member only upon (i) the express written consent of Class A Members holding a Majority in Interest of the non-transferred LLC Interests held by Class A Members (provided that if such transferee was a Permitted Transferee, is The DIRECTV Group, Inc., is a wholly owned subsidiary of SkyTerra, or any beneficial interest thereinacquires such LLC Interests pursuant to and in accordance with transactions contemplated by Sections 2, unless 3 and until 6 of the Investor Rights Agreement, such consent shall not be required); (ii) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and agreeing to be bound by, by all the terms and conditions set forth in of the Certificate and this Warrant, to the same extent Agreement as if the transferee were the original Holder hereunder, and
(i) there is then in effect effect; and (iii) receipt of any necessary regulatory approvals. Unless and until a registration statement under the Securities Act covering such proposed disposition and such disposition transferee is made in accordance with such registration statementadmitted as a substituted Member, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed no right to the satisfaction exercise any of the Company in writingpowers, substantially in rights, and privileges of a Member hereunder. A Member who has transferred its LLC Interest shall cease to be a Member upon transfer of the form of Exhibit A-1Member's entire LLC Interest and thereafter shall have no further powers, that the Securities are being acquired (i) solely for the transferee’s own account rights, and not privileges as a nominee for Member hereunder except as provided in Section 7.11 and Section 8.6.2.
9.2.3. For the purposes of Section 9.2.1 and Section 9.2.2, in calculating a majority in interest of the non-transferred LLC Interests held by Class A Members, the LLC Interests of a transferring Class A Member shall be excluded.
9.2.4. The LLC, each Member, the Board of Managers, the officers and any other party, (ii) for investment and (iii) not Person or Persons having business with a view toward distribution the LLC need deal only with Members who are admitted as Members or resaleas substituted Members of the LLC, and they shall have confirmed such not be required to deal with any other matters related thereto Person by reason of transfer by a Member or by reason of the death of a Member, except as otherwise provided in this Agreement. In the absence of the substitution (as provided herein) of a Member for a transferring or a deceased Member, any payment to a Member or to a Member's executors or administrators shall acquit the LLC and the Board of Managers of all liability to any other Persons who may be reasonably requested interested in such payment by reason of an assignment by, or the Company, and (C) if requested by the Companydeath of, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesMember.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Skyterra Communications Inc)
Restrictions on Transfers. Subject to Section 5(b), this Warrant 9.2.1. No Member may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its LLC Interest without the Securitiesexpress written consent of Class A Members holding a majority in interest of the non-transferred LLC Interests held by Class A Members in their sole and absolute discretion; provided, however, that (a) any Class A Member may transfer all or a portion of its LLC Interest (i) to a Permitted Transferee, (ii) pursuant to and in accordance with any of the transactions contemplated by Sections 2, 3 and 6 of the Investor Rights Agreement, (b) DTVG Sub may transfer all or any portion of its LLC Interest to The DIRECTV Group, Inc., and (c) SkyTerra may transfer all or any portion of its LLC Interests to a wholly owned subsidiary pursuant to the Drop Down, in each case without the consent of any other Member.
9.2.2. Any transferee of an LLC Interest shall become a substituted Member only upon (i) the express written consent of Class A Members holding a Majority in Interest of the non-transferred LLC Interests held by Class A Members (provided that if such transferee was a Permitted Transferee, is The DIRECTV Group, Inc., is a wholly owned subsidiary of SkyTerra, or any beneficial interest thereinacquires such LLC Interests pursuant to and in accordance with transactions contemplated by Sections 2, unless 3 and until 6 of the Investor Rights Agreement, such consent shall not be required); (ii) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and agreeing to be bound by, by all the terms and conditions set forth in of the Certificate and this Warrant, to the same extent Agreement as if the transferee were the original Holder hereunder, and
(i) there is then in effect effect; and (iii) receipt of any necessary regulatory approvals. Unless and until a registration statement under the Securities Act covering such proposed disposition and such disposition transferee is made in accordance with such registration statementadmitted as a substituted Member, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed no right to the satisfaction exercise any of the Company in writingpowers, substantially in rights, and privileges of a Member hereunder. A Member who has transferred its LLC Interest shall cease to be a Member upon transfer of the form of Exhibit A-1Member’s entire LLC Interest and thereafter shall have no further powers, that the Securities are being acquired (i) solely for the transferee’s own account rights, and not privileges as a nominee for Member hereunder except as provided in Section 7.11 and Section 8.6.2.
9.2.3. For the purposes of Section 9.2.1 and Section 9.2.2, in calculating a majority in interest of the non-transferred LLC Interests held by Class A Members, the LLC Interests of a transferring Class A Member shall be excluded.
9.2.4. The LLC, each Member, the Board of Managers, the officers and any other party, (ii) for investment and (iii) not Person or Persons having business with a view toward distribution the LLC need deal only with Members who are admitted as Members or resaleas substituted Members of the LLC, and they shall have confirmed such not be required to deal with any other matters related thereto Person by reason of transfer by a Member or by reason of the death of a Member, except as otherwise provided in this Agreement. In the absence of the substitution (as provided herein) of a Member for a transferring or a deceased Member, any payment to a Member or to a Member’s executors or administrators shall acquit the LLC and the Board of Managers of all liability to any other Persons who may be reasonably requested interested in such payment by reason of an assignment by, or the Company, and (C) if requested by the Companydeath of, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesMember.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Directv Group Inc)
Restrictions on Transfers. Subject to Section 5(b)Except as otherwise provided in the Operative Documents, this Warrant may not be transferred no Partner shall directly or assigned in whole indirectly, voluntarily, involuntarily or in part without the Company’s prior written consent by operation of law, convey, exchange, assign, mortgage, encumber, hypothecate, pledge, sell or otherwise transfer (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the each a “SecuritiesTransfer”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of its interest in the SecuritiesPartnership, or enter into any beneficial interest thereinagreement to do so, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities except in accordance with the provisions of this Article XIII. Any attempted Transfer in violation of the terms of this Article XIII or any of the notice delivered provisions of the Operating Documents shall be void and of no force or effect. As used herein, a “Transfer” shall be deemed to include a Transfer of any shares, voting rights or ownership interests which will result in a change in the identity of the Person or Persons exercising, or who may exercise, effective control of a Partner. No Partner may Transfer any portion of its interest in the Partnership unless: (a) the General Partner and the Owner Participant shall have received the Required Opinion from counsel selected by, or reasonably acceptable to, the General Partner, and the General Partner shall have consented in writing to such Transfer, which consent may be withheld in the sole and absolute discretion of the General Partner; (b) such Transfer shall not result in the Partnership being treated as an association taxable as a corporation under the Code; (c) such Transfer would not result in the Cogeneration Facility ceasing to be a “qualifying cogeneration facility” under PURPA; (d) the Transfer of the interest in the Partnership, when added to any previous Transfer by any other Partner within a twelve (12) month period, would not cause the Holder Partnership to be considered to be terminated under Section 708(b) of the Code, unless such Transfer has received the unanimous consent of the Partners; and (e) such Transfer would not cause a Default (as defined in Appendix A to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesParticipation Agreement).
Appears in 1 contract
Samples: Limited Partnership Agreement (Atlantic Oklahoma Wind, LLC)
Restrictions on Transfers. Subject (a) Except as otherwise provided herein, no Member may pledge, sell, assign or transfer (collectively, a "Transfer") any part or all of the Membership Units held by such Member unless such Transfer is consented to Section 5(b)by the remaining Members. Unless waived by the Board, this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which such Membership Units shall not be unreasonably withheld)Transferred in the absence of an opinion of counsel, and any attempt by Holder satisfactory to transfer or assign any rightsthe Board, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion registration of the Shares (sale of the “Securities”) must be in compliance with all Membership Units is not required under the Securities Act of 1933, as amended, or any applicable federal and state securities laws. The Holder agrees Any Transfer by an Executive Member under Section 11.2 below shall be deemed a consent under this Section 11.1(a).
(b) Any permitted Transfer of Membership Units, other than to an existing Member, shall be effective only to give the transferee the right to receive the share of allocations and distributions to which the transferor would otherwise be entitled with respect to such Membership Units. Any transferee who is not a Member prior to make any sale, assignment, transfer, pledge or other disposition of all or any portion a Transfer shall not have the right to become a substituted Member unless a majority in interest of the Securities, or any beneficial interest therein, unless non-transferring Members expressly consent thereto in writing and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and agrees to be bound by, by all the terms and conditions set forth in of this Warrant, to the same extent Agreement as if the transferee were the original Holder hereunder, and
(i) there is then in effect effect. Unless and until a registration statement under the Securities Act covering such proposed disposition and such disposition transferee is made in accordance with such registration statementadmitted as a substituted Member, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed no right to the satisfaction exercise any of the Company powers, rights and privileges of a Member hereunder. A Member who has assigned its entire interest in writingall of its Membership Units shall cease to be a Member and thereafter shall have no further powers, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account rights and not privileges as a nominee Member hereunder, but shall, unless otherwise relieved of such obligations by agreement of all of the remaining Members or by operation of law, remain liable for all obligations and duties incurred as a Member.
(c) The Preferred Member shall be permitted to, and shall, transfer its Preferred Membership Unit to any assignee or transferee of the Preferred Member's rights under the Expense Reimbursement Agreement, as such assignment or transfer may be permitted thereby.
(d) The Company, each Member and the Preferred Member and any other party, (ii) for investment and (iii) not Person having business with the Company need deal only with Members or Preferred Member who are admitted as Members or a view toward distribution Preferred Member or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by substituted Members of the Company, and they shall not be required to deal with any other Person by reason of assignment by a Member or Preferred Member or by reason of the death of a Member, except as otherwise provided in this Agreement. In the absence of the substitution (Cas provided herein) if requested of a Member or Preferred Member for an assigning or a deceased Member or Preferred Member, any payment to a Member or Preferred Member or to a Member's executors or administrators shall release the Company and the Board from all liability to any other Persons who may be interested in such payment by reason of an assignment by, or the death of, such Member or Preferred Member.
(e) Any Transfer not in accord with this Agreement shall be void ab initio unless otherwise agreed to in writing by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result remaining Members in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesadvance.
Appears in 1 contract
Restrictions on Transfers. Subject Notwithstanding any provision to Section 5(b)the contrary contained herein, this Warrant may the following restrictions shall apply to any and all proposed sales, assignments or transfers of Membership Interests and Economic Interests, and any proposed sale, assignment or transfer in violation of same shall be void ab initio:
(a) The Class A Interest or any part thereof (including an Economic Interest therein) shall not be transferred or assigned in whole by the Class A Member at any time.
(b) No Class B Member shall make any transfer or in assignment of all or any part of his Membership Interest without the Company’s prior written consent of the Manager, which consent may be withheld in the sole discretion of the Manager.
(c) No Class B Member shall make any transfer or assignment of all or any part of his Economic Interest without the prior written consent of the Manager, which consent shall not be unreasonably withheld), and .
(d) No Class B Member shall make any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition assignment of all or any portion part of his Membership Interest or Economic Interest if said transfer or assignment would, when considered with all other transfers during the Securitiessame applicable twelve-month period, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit cause a termination of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, andfor federal or California state income tax purposes.
(ie) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder No Class B Member shall be entitled to sell, assign, transfer such Securities in accordance with the terms or convey his Membership Interest or Economic Interest to any person or entity other than a bona fide resident of the notice delivered by State of California for a period of nine months after the Holder to termination of the Company. It is agreed that the Company will not require opinions offering of counsel for transactions made Units pursuant to Rule 144 except which such Membership Interest (or the Membership Interest associated with such Economic Interest) was acquired.
(f) No Class B Member shall be entitled to sell, assign, transfer or convey his Membership Interest or Economic Interest to any Person unless such transfer complies with Section 260.141.11 of the Rules of the California Commissioner of Corporations if such Section of such Rules is applicable at the time of the proposed transfer.
(g) Instruments evidencing any Investment Class Interest or Economic Interest therein shall bear and be subject to a legend condition in unusual circumstancessubstantially the following form: THE UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED NOR HAVE THEY BEEN QUALIFIED UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968, AS AMENDED. SUCH UNITS MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED TO ANY PERSON AT ANY TIME WITHOUT SUCH REGISTRATION AND QUALIFICATION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE MANAGER OF THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED. THERE ARE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFER, AS SET FORTH IN THE OPERATING AGREEMENT. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED BY THE COMMISSIONER’S RULES.
Appears in 1 contract
Samples: Operating Agreement
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02, and subject to Section 5(b8.01(b), this Warrant may not be transferred Section 8.01(c), Section 8.01(d) and Section 8.01(e), any underwriter lock-up agreement applicable to such Member and/or any other agreement between such Member and the Company, Pubco or assigned in whole or in part any of their Controlled Affiliates, without the Company’s prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto, to any Person. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (which and a breach of this Agreement by such Member) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8, (i) Section 10.03 of this Agreement shall govern the exchange of LLC Units for shares of Class A Common Stock, and an exchange pursuant to, and in accordance with, Section 10.03 of this Agreement shall not be unreasonably withheld)considered a “Transfer” for purposes of this Agreement, and (ii) any attempt by Holder to transfer or assign any rightsother Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement.
(b) Except as otherwise expressly provided herein, duties or obligations that arise under this Warrant without such permission it shall be void. Any transfer of a condition precedent to any Transfer otherwise permitted or approved pursuant to this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, andArticle 8 that:
(i) there is then in effect a registration statement under the Securities Act covering Transferor shall have provided to the Company prior notice of such proposed disposition and such disposition is made in accordance with such registration statement, orTransfer; and
(ii) (A) such Holder the Transfer shall have given prior written notice to comply with all Applicable Laws and the Company of such Holder’s intention to make such disposition and Managing Member shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company satisfied that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration Transfer will not result in a recommendation by the staff violation of the Securities Act.
(c) Notwithstanding any other provision of this Agreement to the contrary, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would (i) materially increase the risk that the Company would be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Exchange Commission Regulations promulgated thereunder or (ii) reasonably be expected to create a material risk that action be taken with respect theretothe Company would have more than one hundred (100) partners, whereupon such Holder within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations Section 1.7704-1(h)(3)).
(d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be entitled subject to transfer the provisions of Section 3.01 and Section 3.02.
(e) If there is a Transfer of Units to Permitted Transferees pursuant to this Agreement, the Units held by each such Securities Permitted Transferee shall be included in calculating the Substantial Ownership Requirement.
(f) Notwithstanding anything contained herein to the contrary, in no event shall any Member that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code Transfer any Units, unless such Member and the transferee have delivered to the Company, in respect of the relevant Transfer, written evidence that all required withholding under Section 1446(f) of the Code will have been done and duly remitted to the applicable taxing authority or duly executed certifications (prepared in accordance with the terms applicable Treasury Regulations or other authorities) of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesan exemption from such withholding.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Portillo's Inc.)
Restrictions on Transfers. Subject to Section 5(b)Except as otherwise provided in the Operative Documents, this Warrant may not be transferred no Partner shall directly or assigned in whole indirectly, voluntarily, involuntarily or in part without the Company’s prior written consent by operation of law, convey, exchange, assign, mortgage, encumber, hypothecate, pledge, sell or otherwise transfer (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the each a “SecuritiesTransfer”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial its interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1Partnership or enter into any agreement to do so, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities except in accordance with the provisions of this Article XIII. Any attempted Transfer in violation of the terms of this Article XIII or any of the notice delivered by provisions of the Holder Operative Documents shall be void and of no force or effect. As used herein, a “Transfer” shall be deemed to include a Transfer of any shares, voting rights or ownership interests which will result in a change in the identity of the Person or Persons exercising, or who may exercise, effective control of a Partner. No Partner may Transfer any portion of its interest in the Partnership unless: (a) the Owner Participant shall have consented to the Company. It is agreed that Transfer, which consent may be withheld in the Company will sole and absolute discretion of the Owner Participant; (b) the Partnership and the Owner Participant shall have received the Required Opinion from counsel selected by, or reasonably acceptable to, the Partnership and the Owner Participant and, in the case of a Transfer involving a Limited Partner’s interest, the General Partner shall have consented in writing to such Transfer, which consent may be withheld in the sole and absolute discretion of the General Partner; (c) such Transfer shall not require opinions result in the Partnership being treated as an association taxable as a corporation under the Code; (d) such Transfer would not result in the Cogeneration Facility ceasing to be a “qualifying cogeneration facility” under PURPA; (e) the Transfer of counsel for transactions made pursuant the Partnership Interest, when added to Rule 144 except any previous Transfer by any other Partner within a twelve (12) month period, would not cause the Partnership to be considered to be terminated under Section 708(b) of the Code, unless such Transfer has received the unanimous consent of the Partners; and (f) such Transfer would not cause a Default (as defined in unusual circumstancesAppendix A to the Participation Agreement).
Appears in 1 contract
Samples: Limited Partnership Agreement (Atlantic Oklahoma Wind, LLC)
Restrictions on Transfers. Subject to Section 5(b), this This Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares Warrant or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either with (i) evidence an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 1 contract
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02 or Section 8.04, and subject to Section 5(b8.01(b), this Warrant may not be transferred Section 8.01(c), Section 8.01(d) and Section 8.01(e), any Vesting Letter, Equity Incentive Plan and/or any other agreement between such Member and the Company, PubCo or assigned in whole or in part any of their respective Controlled Affiliates, without the Company’s prior written consent (which of the board of directors of the Managing Member, no Member shall not be unreasonably withheld)directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, and including the right to vote or consent on any attempt by Holder matter or to transfer receive or assign have any rights, duties economic interest in distributions or obligations that arise under this Warrant without such permission shall be voidadvances from the Company pursuant thereto. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio.
(b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that:
(i) the Transferor shall have provided to the Company prior notice of such Transfer;
(ii) the Transferee shall agree in writing to be bound by this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Company;
(iii) the Transfer shall comply with all applicable federal Laws;
(iv) to the knowledge of the Transferee and state securities laws. The Holder agrees Transferor after reasonable inquiry of the Company, the Transfer shall not impose material liability or material reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company or any Member thereof becoming subject to make the jurisdiction of any saleGovernmental Authority anywhere, assignmentother than the Governmental Authorities in which the Company is then subject to such liability, transferreporting obligation or jurisdiction; and
(v) such Transfer shall comply with Article IX (to the extent Article IX governs such Transfer of Units).
(c) Notwithstanding any other provision of this Agreement to the contrary, pledge or other disposition of but subject to Article IX, no Member shall Transfer all or any portion part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the SecuritiesManaging Member, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of would cause the Company to take (i) be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and hold such Securities Regulations promulgated thereunder or (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h).
(d) Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject toto the provisions of Section 3.01 and Section 3.02.
(e) For the avoidance of doubt, and in addition to be bound by, the terms and conditions any restrictions on Transfer set forth in this WarrantArticle VIII that may apply to such Transfer, to the same extent as if the transferee were the original Holder hereunder, and
(i) there any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Vesting Letter to which such Member is then in effect a registration statement under the Securities Act covering such proposed disposition party or pursuant to an applicable Equity Incentive Plan and such disposition is made in accordance with such registration statement, or
(ii) any Transfer of Management Holdco Interests (Aas defined below) such Holder shall have given prior written notice be subject to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed restrictions on Transfer applicable thereto pursuant to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution Management Holdco LLC Agreement or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesan applicable Equity Incentive Plan.
Appears in 1 contract
Samples: Limited Liability Company Agreement (TPG Pace Solutions Corp.)
Restrictions on Transfers. Subject (a) Each Stockholder hereby agrees that, from and after the time of effectiveness of this Agreement with respect to SunEdison and Stockholders pursuant to Section 5(b)7.1 until the Termination Date, this Warrant may not be transferred or assigned in whole or in part (i) without the Company’s prior written consent of Parent and the Company, such Stockholder shall not, directly or indirectly, Transfer, offer to Transfer, agree to Transfer or consent to a Transfer of any Covered Shares or any Beneficial Ownership interest or any other interest therein; provided, that in connection with (which x) the confirmation of a plan of reorganization related to the SunEdison Bankruptcy Case, such consent shall not be unreasonably withheld), and conditioned or delayed (it being understood that any attempt proposed transferee shall agree to be bound by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer the terms of this Warrant, Agreement and shall sign a joinder agreement in form satisfactory to Parent and the Shares or Company) and (y) the common stock issuable upon the conversion enforcement of the Shares any security interest referred to in Section 5.1(d)(iii)(B) (the “SecuritiesExisting Security”), no such consent shall be required if the proposed transferee shall (1) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and agree to be bound by, by the terms of this Agreement and conditions set forth sign a joinder agreement in this Warrant, form reasonably satisfactory to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition Parent and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention or (2) agree in writing to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed an agreement on substantially similar terms to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other partythis Agreement, (ii) for investment any Transfer (other than a foreclosure in respect of the Existing Security) in violation of this provision shall be void and (iii) it will not enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Covered Shares or rights to acquire any securities or equity interests of the Company, other than this Agreement. Notwithstanding anything to the contrary in this Agreement, each Stockholder shall be permitted to Transfer, directly or indirectly, its Covered Shares and any Beneficial Interest or any other interest therein in connection with a view toward distribution or resaleSunEdison Standalone Superior Proposal.
(b) Each of SunEdison and each Stockholder hereby agrees that it will not attempt to consummate an exchange under the Exchange Agreement, dated as of July 23, 2014, by and among the Company, TERP LLC, SunEdison and the other Persons from time to time party thereto in accordance with Section 2.1 thereof, other than the Exchange. On the Closing Date, each of SunEdison and each Stockholder shall effect the Exchange and, in the case of SunEdison, shall transfer, and shall have confirmed such other matters related thereto as may be reasonably requested by cause its Affiliates to transfer, all of the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities outstanding incentive distribution rights under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesIDR Transfer Agreement.
Appears in 1 contract
Samples: Voting and Support Agreement (TerraForm Power, Inc.)
Restrictions on Transfers. Subject to Section 5(b)(a) Xxxxxx X. Xxxxxxxx, this Warrant may not be transferred or assigned in whole or in part without Xxxxxx X. X’Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxx (collectively, the Company’s prior written consent (which "Restricted Shareholders") shall not be unreasonably withheld)sell, and any attempt by Holder to assign or transfer or assign any rights, duties or obligations that arise under this Warrant without ("Transfer") their Xxxxx Contingent Stock during the period of 12 months following the date of issuance of such permission shall be void. Any Xxxxx Contingent Stock.
(b) The restrictions on transfer set forth in paragraph (a) of this Warrant, Section 4.7 shall terminate with respect to a Restricted Shareholder in the Shares event that:
(i) such Restricted Shareholder dies;
(ii) such Restricted Shareholder becomes disabled to the extent that he or she is incapable of performing the common stock issuable upon the conversion essential functions of the Shares duties required by such Restricted Shareholder’s Employment Agreement for 120 or more consecutive days, even with reasonable accommodation;
(iii) an arbitration tribunal or court of competent jurisdiction renders a final and non-appealable decision finding that such Restricted Shareholder’s employment was terminated without "Cause" (as such term is defined in such Employment Agreement) or that such Restricted Shareholder terminated his or her employment for "Good Reason" (as such term is defined in such Restricted Shareholder’s Employment Agreement);
(iv) Xxxxx agrees in writing that such Restricted Shareholder’s employment has been terminated without Cause or that such Restricted Shareholder terminated his or her employment, as the “Securities”case may be, for Good Reason; or
(c) must be in compliance with all applicable federal and state securities laws. The Holder agrees not Notwithstanding any provision herein to make the contrary, a Restricted Shareholder may at any sale, assignment, transfer, pledge time Transfer his or her Xxxxx Contingent Stock to any member of such Restricted Shareholder's family or to any trust or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing entity for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company any member of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the CompanyRestricted Shareholder's family. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.<PAGE> 43
Appears in 1 contract
Samples: Securities Purchase and Sale Agreement (Jones Apparel Group Inc)
Restrictions on Transfers. Subject to Section 5(b(a) If at any time during the Term (as defined below), this Warrant may not be transferred any Shareholders (an "Offeror") decides to sell, gift, or assigned in whole or in part without otherwise dispose of Shares (including both Shares held by the Company’s prior written consent (which shall not be unreasonably withheld), Offeror on the date hereof and any attempt Shares hereafter acquired by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(iiOfferor) (Aa "Transfer") such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionanother person, either (i) evidence reasonably satisfactory to in an "over the Company that such disposition will not require registration of such Securities under the Securities Act counter" open market transaction, or (ii) a “no action” letter from the Securities and Exchange Commission pursuant to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of a bona fide offer to purchase such Shares (including without limitation any tender offer for shares of Common Stock), the Offeror must first give Xxxxxxx written notice delivered of such decision and offer to sell such Shares (the "Offered Shares") to Xxxxxxx either (A) in the case described in clause (i) above, for cash equal to the mean between the closing "bid" and "ask" prices on the date of such notice as reported by the Holder OTCBB or such other quotation system on which "bid" and "ask" prices in the Common Stock are then being reported, or (B) at the same price and on the same terms and conditions as the proposed sale pursuant to a bona fide offer described in clause (ii) above. Such notice and offer shall state whether the offer is under clause (i) or (ii) and, if under clause (ii), shall state the identity of the offeror and the terms and conditions of the proposed sale.
(b) Notwithstanding the foregoing, any Shareholder that is a natural person may Transfer all or any part of his or her Shares to any one or more of such Shareholder's spouse and/or lineal descendants or any partnership or trust for such Shareholder and/or his or her spouse and/or lineal descendants (each, a "Permitted Transferee") and any such Permitted Transferees may re-Transfer such Shares to such Shareholder, without complying with the provisions of Subparagraph 1(a), provided that any such Transfer shall be made subject to all of the terms of this Agreement and shall be ineffective unless the Permitted Transferee (or the guardian of a minor Permitted Transferee) agrees in writing to be bound by this Agreement.
(c) For purposes of this Agreement, "Term" shall mean one (1) year from the date hereof, provided that Xxxxxxx may extend the Term for up to two (2) additional one (1) year periods each upon written notice to the Company. It is agreed that Shareholders prior to the Company will not require opinions expiration of counsel the then-current term accompanied by payment of a fee for transactions made pursuant the extension equal to Rule 144 except in unusual circumstances$0.50 per Share.
Appears in 1 contract
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02, and subject to Section 5(b8.01(b), this Warrant may not be transferred Section 8.01(c), Section 8.01(d) and Section 8.01(e), any underwriter lock-up agreement applicable to such Member and/or any other agreement between such Member and the Company, Pubco or assigned in whole or in part any of their Controlled Affiliates, without the Company’s prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto, to any Person. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (which and a breach of this Agreement by such Member) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8, (i) Section 10.03 of this Agreement shall govern the exchange of LLC Units for shares of Class A Common Stock, and an exchange pursuant to, and in accordance with, Section 10.03 of this Agreement shall not be unreasonably withheld)considered a “Transfer” for purposes of this Agreement, and (ii) any attempt by Holder to transfer or assign any rightsother Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement.
(b) Except as otherwise expressly provided herein, duties or obligations that arise under this Warrant without such permission it shall be void. Any transfer of a condition precedent to any Transfer otherwise permitted or approved pursuant to this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, andArticle 8 that:
(i) there is then in effect a registration statement under the Securities Act covering Transferor shall have provided to the Company prior notice of such proposed disposition and such disposition is made in accordance with such registration statement, orTransfer; and
(ii) (A) such Holder the Transfer shall have given prior written notice to comply with all Applicable Laws and the Company of such Holder’s intention to make such disposition and Managing Member shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company satisfied that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration Transfer will not result in a recommendation by the staff violation of the Securities Act. WEIL:\98074461\9\40590.0003
(c) Notwithstanding any other provision of this Agreement to the contrary, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would (i) materially increase the risk that the Company would be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Exchange Commission Regulations promulgated thereunder or (ii) reasonably be expected to create a material risk that action be taken with respect theretothe Company would have more than one hundred (100) partners, whereupon such Holder within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations Section 1.7704-1(h)(3)).
(d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be entitled subject to transfer the provisions of Section 3.01 and Section 3.02Section 3.03.
(e) If there is a Transfer of Units to Permitted Transferees pursuant to this Agreement, the Units held by each such Securities Permitted Transferee shall be included in calculating the Substantial Ownership Requirement.
(f) Notwithstanding anything contained herein to the contrary, in no event shall any Member that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code Transfer any Units, unless such Member and the transferee have delivered to the Company, in respect of the relevant Transfer, written evidence that all required withholding under Section 1446(f) of the Code will have been done and duly remitted to the applicable taxing authority or duly executed certifications (prepared in accordance with the terms applicable Treasury Regulations or other authorities) of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesan exemption from such withholding.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Definitive Healthcare Corp.)
Restrictions on Transfers. Subject (a) Until the consummation of a Qualified IPO, no Member may Transfer, or permit or suffer to be Transferred, all or any part of its Units; provided, that (i) any Member may Transfer Units if such Transfer is approved in writing by the Initial Members in their sole discretion, (ii) any Member may Transfer Units if such Transfer is made by a Member to its Permitted Transferees (in the case of a natural Person holding Echo Shares, solely for bona fide estate planning purposes), (iii) any Member may Transfer Units if such Transfer is made pursuant to equity adjustments set forth in Section 2.03, Section 6.03 or Section 8.06 of the Contribution Agreement, (iv) any Member may Transfer Units if such Transfer is in accordance with the provisions of Section 9.02 or Section 9.03, as applicable; provided further that in the event a transferee ceases to be a Permitted Transferee of the transferor, the transferee shall promptly Transfer such Units back to the Member or to another Permitted Transferee of the Member.
(b) Following consummation of a Qualified IPO, no Member may Transfer, or permit or suffer to be Transferred, all or any part of its Units, except for the following Transfers:
(i) Transfers approved in writing by each of the Initial Members in their sole discretion;
(ii) Transfers by a Member to its Permitted Transferees (in the case of a natural Person holding Echo Shares, solely for bona fide estate planning purposes); provided, that in the event a transferee ceases to be a Permitted Transferee of the transferor, the transferee shall promptly Transfer such Units back to the Member or to another Permitted Transferee of the Member;
(iii) Transfers made pursuant to equity adjustments set forth in Section 2.03, Section 6.03 and Section 8.06 of the Contribution Agreement;
(iv) Transfers by the MCK Members (or their Permitted Transferees) during the MCK Exit Window (pursuant to a Qualified MCK Exit made in compliance with Section 10.05 or in compliance with the Registration Rights Agreement);
(v) Transfers by the Echo Shareholders (or their Permitted Transferees) of shares of Echo common stock (“Echo Shares”) in a Qualified Echo Sale made in compliance with Section 10.03 and the Registration Rights Agreement during the First Echo Sale Window or the Second Echo Sale Window;
(vi) Transfers by the MCK Members (or their Permitted Transferees) during the First Echo Sale Window or the Second Echo Sale Window pursuant to the exercise of Tag-Along Rights (as defined in, and subject to, the Registration Rights Agreement) or by the Echo Shareholders (or their Permitted Transferees) during the MCK Exit Window pursuant to the exercise of Tag-Along Rights or by MCK Members (or their Permitted Transferees) or Echo Shareholders (or their Permitted Transferees) pursuant to the exercise of registration rights under Section 2.2 of the Registration Rights Agreement;
(vii) Transfers (including pursuant to Exchanges pursuant to Section 5(b), this Warrant may not be transferred 11.04(e) or assigned in whole pursuant to the exercise of registration rights pursuant to the Registration Rights Agreement or in part without any other manner) by the Company’s prior written consent Echo Shareholders (which shall not be unreasonably withheldor their Permitted Transferees) and the MCK Members (or their Permitted Transferees) following expiration or termination of (i) the lockup period required by the underwriters in connection with the consummation of a Qualified IPO consummated after the IPO Preference Period or (ii) the Post-Echo Sale Lockup relating to the Second Echo Sale Window (or, if there is no underwriter lockup period in effect upon the expiration or termination of the Second Echo Sale Window, then upon the expiration or termination of the Second Echo Sale Window), ;
(viii) Transfers by the Echo Shareholders (or their Permitted Transferees) of Echo Shares after a period of 90 days following the consummation of a Qualified MCK Exit pursuant to the exercise of registration rights pursuant to the Registration Rights Agreement or in any other manner;
(ix) Transfers by any stockholder of Echo (other than the Sponsors (as defined in the Echo Shareholders Agreement) and any attempt Other Investors (as defined in the Echo Shareholders Agreement) Affiliated with such Sponsors, MCK, the MCK Members or any of their respective Affiliates or Permitted Transferees) of Echo Shares at any time after a Qualified IPO;
(x) Transfers by Holder Echo to transfer MCK or assign any rightsits Affiliates pursuant to Section 10.06(e).
(c) Notwithstanding anything to the contrary herein, duties or obligations that arise under this Warrant without such permission (i) no Transfer shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares made except (the “Securities”1) must be in compliance with all applicable federal Laws, including the Securities Act, and state securities laws. The Holder agrees not (2) if all necessary regulatory approvals and third-party approvals, including any required approvals under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, shall have been obtained in respect of such Transfer and (ii) neither the MCK Members nor their Permitted Transferees shall be permitted to make any saleTransfer Units pursuant to Exchanges if it would result in MCK being required to consolidate the Company or Echo under Financial Accounting Standards Board Codification Topic 810, assignment, transfer, pledge or other disposition of all Consolidation (or any portion of comparable successor standard).
(d) Notwithstanding anything to the Securitiescontrary herein, no Transfers under this Agreement by Echo or the Echo Shareholders (with respect to any beneficial interest therein, unless and until the transferee thereof has agreed ownership in writing for the benefit of the Company to take and hold such Securities subject to, and to Echo) shall be bound by, the terms and conditions set forth in this Warrant, to the same extent as permitted if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention earlier to make such disposition and shall have furnished the Company with a detailed description occur of the manner consummation of a Qualified MCK Exit and circumstances the expiration or termination of the proposed dispositionMCK Exit Window, such Transfer would result in the Echo Shareholders (Btogether with their Permitted Transferees who are subject to Section 3.4(b)(ii) the transferee shall have confirmed to the satisfaction of the Company in writingEcho Shareholders Agreement) holding, substantially in the form directly or indirectly, less than 50.1% of Exhibit A-1any class and/or series of voting securities of Echo on a fully diluted basis (taking into account all securities of Echo convertible, that the Securities are being acquired (iexchangeable into or exercisable for Echo Shares) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission prior to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff earlier to occur of the Securities consummation of a Qualified MCK Exit and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms third (3rd) anniversary of the notice delivered by Closing, the Holder Membership Percentage of Echo falls to less than 17.5% (calculated on a fully-diluted basis taking into account any Units issuable upon (including pursuant to Section 3.03) the conversion, exercise, exchange, settlement or vesting of Echo Shares or other Equity Securities of Echo and, without duplication, any Equity Securities of the Company. It is agreed that , Echo or any of their Subsidiaries authorized for issuance under any Approved Plan (each of the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesthresholds under (i) and (ii), the “Echo Minimum Ownership”).
Appears in 1 contract
Samples: Limited Liability Company Agreement (McKesson Corp)
Restrictions on Transfers. Subject to Section 5(b)No Member shall directly or indirectly Transfer all or any portion of its Interest unless (i) the Manager is satisfied that the Transfer is either registered under, this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrantexempt from, the Shares or the common stock issuable upon the conversion registration requirements of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not , and (ii) either (a) the Manager consents to make such Transfer in advance in writing, which consent may be withheld by the Manager in its sole and absolute discretion, (b) the Transfer is pursuant to Section 9.2, (c) the Transfer is pursuant to Section 9.3, or (d) the Transfer is pursuant to Section 9.4 (such Transfer, a “Permitted Transfer”); provided that none of the foregoing shall prohibit, or restrict in any saleway, assignmentany sale of Lakes Entertainment, transferInc. (whether by sale of stock, pledge merger, consolidation, share exchange or other disposition sale of all or substantially all of its assets) or any portion transfer of any equity interests in Lakes Entertainment, Inc. Any Transfer or attempted Transfer by any Member in violation of the Securitiespreceding sentence shall be null and void and of no force or effect whatever. Each Member hereby acknowledges the reasonableness of the restrictions on Transfer imposed by this Agreement in view of the Company’s purposes and the relationship of the Members. Accordingly, the restrictions on Transfer contained herein shall be specifically enforceable. Each Member hereby further agrees to hold the Company, the Manager and each other Member wholly and completely harmless from any cost, liability, or damage (including liabilities for income and other taxes and costs of enforcing this indemnity) incurred by any beneficial interest thereinof such indemnified Persons as a result of a Transfer or an attempted Transfer in violation of this Agreement.
(a) Conditions to Permitted Transfers. A Permitted Transfer otherwise permitted under this Agreement shall not be a Permitted Transfer, and any attempted Transfer of a Member’s Interest shall be null and void and of no force or effect whatever, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and following conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, andare satisfied:
(i) there is then The transferor and transferee shall execute such documents and instruments of conveyance and assumption as may be necessary or appropriate in the opinion of the Manager to effect a registration statement under such Transfer and to confirm the Securities Act covering such proposed disposition transferee’s agreement to be bound by the provisions of this Agreement and such disposition is made in accordance assumption of all obligations of the transferor Member with such registration statement, orrespect to the Interest being transferred.
(ii) (A) such Holder The transferor and transferee shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished furnish the Company with a detailed description the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the manner foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information.
(iii) The Transfer and circumstances of Permitted Transferee have been approved by the proposed dispositionOhio Gaming Commission, if required by applicable Gaming Law, and any other governmental or regulatory agency or body having jurisdiction over the Company and whose approval is required under Applicable Law.
(Biv) A Member making a Permitted Transfer and the transferee shall have confirmed to the satisfaction of pay all reasonable costs and expenses incurred by the Company in writing, substantially connection with such Transfer.
(b) Admission of Permitted Transferee as a Member. A Permitted Transferee of an Interest shall be admitted as a Member in the form Company only upon the written approval of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and Manager. The rights of a Permitted Transferee who is not admitted as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and Member shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory limited to the right to receive allocations and distributions from the Company that such disposition will not require registration with respect to the Interest transferred, as provided by this Agreement. The transferee of such Securities under the Securities Act Interest shall not be a Member, or (ii) have any rights of a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken Member, with respect theretoto such Interest, whereupon unless and until such Holder shall be entitled to transfer such Securities transferee is admitted as a Member in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesthis Agreement.
Appears in 1 contract
Samples: Operating Agreement
Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and Notwithstanding any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer other provision of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares Agreement,
(the “Securities”a) must no Transfer may be in compliance with all applicable federal and state securities laws. The Holder agrees not made pursuant to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, this Section 3 unless and until (i) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, by the terms and conditions set forth in of this Warrant, Agreement pursuant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company Deed of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, Adherence substantially in the form of attached hereto as Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other partyA, (ii) the transferee is not a Competitor, (iii) if the transferee is a Key Holder Restricted Person, the prior written approval of the Key Holder shall have been obtained, (iv) if the transferee is a Tencent Restricted Person, the prior written approval of Tencent shall have been obtained, (v) for investment so long as Tencent and its Affiliates hold in the aggregate at least 8% of the Shares on an as-converted, fully diluted basis, if the Key Holder or the Management Team Holdco or any holder of Ordinary Shares issued under the ESOP directly or indirectly transfers Ordinary Shares, the prior written approval of Tencent shall have been obtained, (vi) if any direct or indirect transfer of any shares which would result in a change of Control of the Company, the prior written consent or approval of the holders of over 40% of the Series A Preferred Shares shall have been obtained, (vii) the Transfer complies in all respects with the other applicable provisions of this Agreement and (viii) the Transfer complies in all respects with applicable securities laws; and
(b) (i) in the case of Trade Sale to or involving any Tencent Restricted Person, or any merger, amalgamation, consolidation, division, scheme of arrangement or any other type of corporate restructuring involving any Group Company and any Tencent Restricted Person, the prior written approval of Tencent shall have been obtained, for so long as Tencent and its Affiliates hold in the aggregate at least 8% of the Shares on an as-converted, fully diluted basis, (ii) in the case of Trade Sale to or involving any Key Holder Restricted Person, or any merger, amalgamation, consolidation, division, scheme of arrangement or any other type of corporate restructuring involving any Group Company and any Key Holder Restricted Person, the prior written approval of the Key Holder shall have been obtained, and (iii) in the case of Trade Sale, or any merger, amalgamation, consolidation, division, scheme of arrangement or any other type of corporate restructuring involving any Group Company not with a view toward distribution referred to in Section 3.2(b)(i) and Section 3.3(b)(ii), the prior written consent or resale, and approval of the holders of over 40% of the Series A Preferred Shares shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesbeen obtained.
Appears in 1 contract
Samples: Shareholders Agreement (58.com Inc.)
Restrictions on Transfers. Subject to Section 5(b)(a) No Member may (directly or indirectly) transfer by way of sale, this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any saleexchange, assignment, transferpledge, pledge gift or other disposition (all of which acts shall be deemed included in the term "transfer" as used in this Agreement) any or all or any portion of the SecuritiesMembership Interests (whether held in its, his or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit her own right or by a representative of the Company Member) (each Member, is hereinafter referred to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
a "Transferor") unless (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition transfer of Membership Interests is made in accordance with such registration statement, or
the provisions of Article II of this Agreement and (ii) the transferee of such Membership Interests (if other than (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed dispositionor another Member, (B) the a transferee shall have confirmed to the satisfaction in a sale of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired Membership Interests made under Rule 144 (ior any successor provision) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act of 1933, as amended (the "Securities Act"), or (iiC) a “no action” letter from transferee of Membership Interests registered under the Securities Act) agrees to become a party to this Agreement pursuant to Article IV hereof and Exchange Commission executes such further documents as may be necessary, in the reasonable opinion of the Company, to the effect that the make him, her or it a party hereto.
(b) Any purported transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities Membership Interests other than in accordance with this Agreement by any Transferor shall be null and void, and the terms Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Membership Interests pursuant to any such transfer.
(c) The Company shall not issue any Membership Interests upon original issue or reissue or otherwise dispose of any Membership Interests unless the recipient or transferee of such Membership Interests (if other than a Member) shall agree to become a party to this Agreement pursuant to Article IV hereof and executes such further documents as may be necessary, in the reasonable opinion of the notice delivered by the Holder Company, to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesmake him, her or it a party hereto.
Appears in 1 contract
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02, and subject to Section 5(b8.01(b), this Warrant may not be transferred Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or assigned in whole any other agreement between such Partner and the Partnership, PubCorp or in part any of their controlled Affiliates, without the Company’s prior written consent approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (which and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be unreasonably withheld)considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement.
(b) Except as otherwise expressly provided herein, and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission it shall be void. Any transfer a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that:
(i) the Transferor shall have provided to the Partnership prior written notice of such Transfer; and
(ii) the Transfer shall comply with all Applicable Laws.
(c) Notwithstanding any other provision of this WarrantAgreement to the contrary, the Shares no Limited Partner shall directly or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of indirectly Transfer all or any portion part of the Securities, its Units (or any beneficial right or economic interest thereinpertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under such Limited Partner provides the Securities Act covering General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed disposition Transfer and such disposition is made in accordance with such registration statement, or
(ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (Awhen combined with any other Transfer) such Holder could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder.
(d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall have given prior written notice be subject to the Company provisions of such Holder’s intention to make such disposition Section 3.01 and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesSection 3.02.
Appears in 1 contract
Restrictions on Transfers. (a) Subject to Section 5(b8.01(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheldSection 8.01(c), and Section 8.01(d), any attempt Equity Incentive Plan and/or any other agreement between such Member and the Company, PubCo or any of their respective Controlled Affiliates, no holder of Units shall Transfer any interest or rights in any Units except Transfers (i) pursuant to and in accordance with Section 8.02 or Section 10.01 or (ii) approved in advance and in writing by Holder the Manager, in the case of Transfers by any Member other than the Manager, or (iii) in the case of Transfers by the Manager, to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be voidPerson who succeeds to the Manager in accordance with Section 7.02. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be such Transfer which is not in compliance with all applicable federal the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and state securities lawsa breach of this Agreement by such Member) and shall be null and void ab initio. The Holder agrees Notwithstanding the foregoing, “Transfer” shall not include any indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in PubCo.
(b) Except as otherwise expressly provided herein, it shall be a condition precedent to make any sale, assignment, transfer, pledge Transfer otherwise permitted or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company approved pursuant to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, andArticle VIII that:
(i) there is then in effect a registration statement under the Securities Act covering Transferor shall have provided to the Company prior notice of such proposed disposition and such disposition is made in accordance with such registration statement, orTransfer;
(ii) the Transferee shall agree in writing to be bound by this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Manager; and
(iii) the Transfer shall comply with all applicable Laws, including the Securities Act and any other applicable federal, state or foreign Laws.
(c) Notwithstanding any other provision of this Agreement to the contrary:
(i) No Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Manager, would cause the Company to (i) be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h).
(ii) No Transfer by a Member will be permitted unless (A) if the transferring Member (or if such Holder shall have given prior written notice to transferring Member is a disregarded entity for U.S. federal income tax purposes, the Company first direct or indirect beneficial owner of such Holdertransferring Member that is not a disregarded entity (the “Member’s intention to make such disposition and shall have furnished the Company with Owner”)) is a detailed description “United States person” as defined in Section 7701(a)(30) of the manner Code, such transferring Member (or the Member’s Owner, if applicable) shall complete and circumstances provide to both of the proposed dispositionTransferee of such Units and the Company, a duly executed IRS Form W-9; and (B) if the transferee shall have confirmed to transferring Member (or if such transferring Member is a disregarded entity for U.S. federal income tax purposes, the satisfaction Member’s Owner) is not a “United States person” as defined in Section 7701(a)(30) of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the CompanyCode, such Holder transferring Member (or the Member’s Owner, if applicable) and such Transferee shall have furnished jointly provide to the Company, at the Holder’s expense and optionreasonable request of the Company, either (i) evidence written proof reasonably satisfactory to the Company Manager that any applicable withholding tax that may be imposed on such disposition transfer (including pursuant to Sections 864 and 1446(f) of the Code) and any related tax returns or forms that are required to be filed, have been, or will not require registration be, timely paid and filed, as applicable.
(d) Any Transfer of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission Units pursuant to this Agreement, including this Article VIII, shall be subject to the effect that the transfer provisions of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesSection 3.03.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Milan Laser Inc.)
Restrictions on Transfers. Subject to Section 5(b)(a) No Stockholder may transfer by way of sale, this Warrant may not be transferred exchange, assignment, pledge, gift or assigned in whole or in part without the Company’s prior written consent other disposition (all of which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission acts shall be void. Any transfer of deemed included in the term "transfer" as used in this Warrant, the Shares Agreement) any or the common stock issuable upon the conversion all of the Shares (the “Securities”) must be whether held in compliance with all applicable federal and state securities laws. The Holder agrees not to make any saleits, assignment, transfer, pledge his or other disposition of all her own right or any portion by a representative of the SecuritiesStockholder, or any beneficial interest therein, such Stockholder hereinafter being referred to as a "Transferor") unless and until (i) such transfer of Shares is made on the transferee thereof has agreed in writing for the benefit books of the Company to take and hold such Securities subject to, in accordance with the provisions of Article II of this Agreement and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if (ii) the transferee were of such Shares (if other than (A) the original Holder hereunderCompany or another Stockholder, and
(iB) there is then a transferee in effect a registration statement sale of Shares made under Rule 144 (or any successor provision) under the Securities Act covering of 1933, as amended (the "Securities Act") or (C) a transferee of Shares registered under the Securities Act, that is otherwise permitted by this Agreement) agrees to become a party to this Agreement pursuant to Article V hereof and executes such proposed disposition and such disposition is made further documents as may be necessary, in the opinion of the Company, to make him, her or it a party hereto.
(b) Any purported transfer of Shares other than in accordance with this Agreement by any Transferor shall be null and void, and the Company shall refuse to recognize any such registration statement, ortransfer for any purpose and shall not reflect in its records any change in record ownership of Shares pursuant to any such transfer.
(iic) (A) such Holder The Company shall have given prior not, without the written notice to consent of the Company holders of a majority, by voting power, of the outstanding Shares, issue any Shares upon original issue or reissue or otherwise dispose of any Shares unless the recipient or transferee of such Holder’s intention Shares (if other than a Stockholder) shall agree to make become a party to this Agreement pursuant to Article V hereof and executes such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto further documents as may be reasonably requested by necessary, in the opinion of the Company, to make him, her or it a party hereto; provided that if the recipient or transferee of such Shares is an affiliate of any of the TPG Holders that is not a Stockholder and (C) if requested the TPG Holders shall hold a majority of the outstanding Shares, the aforementioned consent must be obtained from holders of a majority, by voting power, of the outstanding Shares other than Shares held by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesTPG Holders.
Appears in 1 contract
Restrictions on Transfers. Subject (a) Prior to consummation of a Qualified IPO or Company Sale, no Member shall Transfer, or permit or suffer to be Transferred, all or any part of its Equity Securities in the Company, except for one or more of the following Transfers:
(i) Transfers approved by the Board if the Board contains an equal number of AT&T Managers and Investor Managers or approved by each of the Initial Members if the Board contains an unequal number of AT&T Managers and Investor Managers;
(ii) Transfers made in accordance with Section 8.2 and, if applicable to such Transfer, Section 8.3, Section 8.4 or Section 8.5; or
(iii) Transfers made by a Member to its Permitted Transferees; provided, that nothing set forth herein shall prohibit any Transfers (on a secondary basis) by any limited partners of any Investor Fund or any Investor Affiliated Fund not formed solely for the purpose of holding, directly or indirectly, Investor Member’s Equity Interests in the Company; provided, further, that, subject to Section 5(b8.8(f), this Warrant may within six months following the date hereof, Investor Member shall be entitled to Transfer Equity Securities of Investor Member or an Investor Affiliated Fund (or an intermediate or ultimate holding company thereof) to Persons who are not Permitted Transferees of Investor Member indirectly representing an aggregate number of Senior Preferred Units not to exceed 50% of the number of Senior Preferred Units held by Investor Member as of the date hereof and an aggregate number of Common Units not to exceed 50% of the number of Common Units held by Investor Member as of the date hereof.
(b) Notwithstanding anything to the contrary set forth herein, no Transfer shall be transferred made except in compliance with all applicable Law, and all necessary regulatory approvals from any Governmental Entity under a Specified Regulatory Regime or assigned any other material regulatory approvals shall have been obtained in whole respect of such Transfer.
(c) Notwithstanding anything to the contrary set forth herein, no Transfer shall be made that would cause, or would reasonably be expected to cause (i) the Company to be classified as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code for U.S. federal income tax purposes (or otherwise cause the Company to be treated or classified as a corporation for U.S. federal income tax purposes), as determined by the Partnership Representative in part without its reasonable discretion, or (ii) the Company’s Company and its Subsidiaries to be consolidated under Financial Accounting Standards Board Codification Topic 810, Consolidation (or any comparable successor standard) into the financial statements of AT&T Inc. and its Subsidiaries, as determined by AT&T Member in its reasonable discretion.
(d) Notwithstanding anything to the contrary set forth herein, prior to the consummation of a Qualified IPO or Company Sale, unless the other Initial Member provides prior written consent (which shall not may be unreasonably withheldwithheld for any reason or no reason at all), and no Initial Member shall Transfer any attempt by Holder Equity Securities in the Company or its Subsidiaries to transfer any Company Competitor Transferee; provided, that for the avoidance of doubt, prior to a Qualified IPO or assign any rights, duties Company Sale an Initial Member may enter into an agreement to Transfer Equity Securities in the Company or obligations that arise under this Warrant without its Subsidiaries to a Company Competitor Transferee if such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion transaction would constitute a Company Sale for all of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion Equity Securities of the Securities, or any beneficial interest therein, unless and until Company.
(e) Notwithstanding anything to the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions contrary set forth herein, in this Warrantconnection with any Transfer initiated by Investor Member (including any Drag-Along Sale pursuant to Section 8.4), neither AT&T Member nor any of its Affiliates will be required to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then accept any conditions or restrictions that, in effect a registration statement under the aggregate, are materially adverse to AT&T Member’s Equity Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for or any other partysuccessor entity thereof, (ii) for investment with respect to AT&T Member’s and its Affiliates’ relationship with the Company or any successor entity thereof, accept any conditions or restrictions that are non-ministerial or that alters the benefits to AT&T Member and any Subsidiaries of AT&T Inc. of such relationship with the Company to an extent that is more than de minimis individually or in the aggregate (with de minimis measured in the context of an interest of the size of AT&T Member’s Equity Securities in the Company or any successor entity thereof), (iii) not with a view toward distribution otherwise accept any conditions or resalerestrictions that are adverse to AT&T Member and any Subsidiaries of AT&T Inc., and shall have confirmed or (iv) accept any order to divest or otherwise dispose of any of AT&T Member’s interests to be received in such other matters related thereto as may be reasonably requested by Transfer, in the Company, and (C) if requested by case of each of the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either foregoing clauses (i) evidence reasonably satisfactory through (iv), imposed by any Governmental Entity under a Specified Regulatory Regime (and not, for the avoidance of doubt, imposed pursuant to the Company that any contractual provisions applicable to such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities Drag-Along Sale in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except this Agreement) in unusual circumstancesconnection with such Transfer (“AT&T Member Prohibited Conditions”).
Appears in 1 contract
Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares Warrant or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either with (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 1 contract
Samples: Warrant Agreement (TearLab Corp)
Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and Notwithstanding any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer other provision of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares Agreement:
(the “Securities”a) must no Transfer may be in compliance with all applicable federal and state securities laws. The Holder agrees not made pursuant to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, this Section 3 unless and until (i) the transferee thereof has agreed in writing for to be bound by the benefit terms and conditions of this Agreement pursuant to a Deed of Adherence substantially in the form attached hereto as Exhibit A, (ii) the transferee is not a Company Competitor, (iii) the Transfer complies in all respects with the other applicable provisions of this Agreement, and (iv) the Transfer complies in all respects with applicable securities laws; and
(b) each of the following shall require the prior written consent of Baidu, which consent may be given or withheld in the sole discretion of Baidu: (i) any Transfer of Ordinary Shares or other Equity Securities of the Company to take and hold such Securities subject toa Baidu Restricted Person, and (ii) any Trade Sale to or involving any Baidu Restricted Person, or any merger, amalgamation, consolidation, division, scheme of arrangement or any other type of corporate restructuring involving any Group Company and any Baidu Restricted Person;
(c) each of the following shall require the prior written consent of Baidu and the Majority Series A Preferred Shareholders, which consent may be bound by, given or withheld in the terms sole discretion of Baidu and conditions the Majority Series A Preferred Shareholders: any Transfer of Ordinary Shares or other Equity Securities of the Company issued pursuant to the ESOP or any other Incentive Plan or the bonus share arrangements set forth in this WarrantSection 7.13, to the same extent as if the transferee were the original Holder hereunder, and
(i) there unless such Transfer is then in effect a registration statement under the Securities Act covering such proposed disposition permitted by Section 3.3 and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by ESOP or applicable Incentive Plan and the Holder to award agreement (or a similar agreement) thereunder; and
(d) the Company. It is agreed that following shall require the prior written consent of the Majority Series A Preferred Shareholders, which consent may be given or withheld in the sole discretion of the Majority Series A Preferred Shareholder: any Transfer of Ordinary Shares or other Equity Securities of the Company will not require opinions held by Baidu or any of counsel for transactions made pursuant its Permitted Transferees if such Transfer would reduce the total number of Shares beneficially owned by Baidu and its Affiliates to Rule 144 except in unusual circumstancesless than 71,125,129 Shares, representing 30% of the total number of Shares on an as-converted, fully diluted basis immediately after Closing.
Appears in 1 contract
Samples: Shareholders Agreement (Baidu, Inc.)
Restrictions on Transfers. Subject (a) Except as provided in this Article VIII, no Member shall Transfer all or any part of its Units or any right pertaining thereto, including the right to Section 5(b), this Warrant may not be transferred vote or assigned in whole consent on any matter or in part to receive distributions or advances from the Company pursuant thereto without the Company’s prior written consent approval of the Board in its sole discretion. Any such Transfer, either directly or indirectly, or issuance of Securities by a Member or a Permitted Transferee, with the purpose or effect of circumventing (which as determined in good faith by the Manager) the foregoing restriction, shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with the provisions of this Agreement, and shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio.
(b) It shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that:
(i) the Transferor shall have provided to the Company prior written notice of such Transfer at least ten (10) Business Days in advance of such Transfer;
(ii) the Transferee, in the case of a Transfer of Units, shall agree in writing to be bound by this Agreement and the terms of any Award Agreements to which such Units are subject and shall have executed and delivered an Addendum Agreement in the form attached thereto;
(iii) the Transfer shall comply with all applicable federal and federal, state or foreign laws, including securities laws. The Holder agrees ;
(iv) the Transfer will not subject the Company to make any saleregistration or reporting requirements of the Investment Company Act of 1940, assignmentas amended;
(v) the Transfer shall not impose any material liability or reporting obligation on the Company, transferany Member (other than the Transferor or the Transferee) or the Manager in any jurisdiction, pledge whether domestic or foreign, or result in the Company, any Member or the Manager becoming subject to the jurisdiction of any court or governmental entity anywhere, other disposition than the states, courts and governmental entities in which the Company or the Manager is then subject to such liability, reporting obligation or jurisdiction;
(vi) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall satisfy one or more safe harbor provisions of Treasury Regulations Section 1.7704-1 including Sections 1.7704-1(e), (f), (g), (h) and (j), relating to “publicly traded partnerships”;
(vii) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall not cause a Dissolution Event or, unless the Manager determines it to be immaterial, a termination of the Company pursuant to Section 708 of the Code;
(viii) the Transfer shall not cause all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit assets of the Company to take constitute “plan assets” under United States Employee Retirement Income Security Act of 1974, as amended, or the Code; and
(ix) upon the request of the Manager, any Member undertaking a Transfer of such Units pursuant to this Article VIII shall have delivered an opinion of counsel, in form and hold substance reasonably satisfactory to the Manager that such Securities subject to, Transfer complies with the conditions set forth clauses (i) through (viii) of this Section 8.01(b). The Manager may also request officer certificates and representations and warranties from the Transferee and Transferor as to be bound by, the terms and conditions matters set forth in this Warrant, Section 8.01(b) and such other factual matters as the Manager may reasonably request.
(c) Notwithstanding anything to the same extent as if contrary contained in Section 8.01 (other than the transferee were provisions of Section 8.01(b), which shall be applicable in any event), any Transfer by any Member of all or any of its respective Class B Units to (x) a spouse, lineal ancestor, lineal descendant, legally adopted child, brother or sister of such Member or (y) a lineal descendant or legally adopted child of a brother or sister of any Person described in the original Holder hereunder, and
immediately preceding clause (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(iix) (Aany Person described in the immediately preceding clause (x) or (y), a “Family Member”) or to a trust or other entity whose sole and exclusive beneficiaries are such Holder shall have given prior written notice to the Company Member and/or Family Members of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed dispositionMember, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1provided, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will Transfers would not result in a recommendation by violation of applicable law, including U.S. federal or state securities laws and such Transferee executes and delivers to the staff Company an Addendum Agreement (each such Transfer a “Permitted Transfer” and each such Person receiving Class B Units pursuant to such Permitted Transfer, a “Permitted Transferee”) shall be permitted at any time without prior approval of the Securities and Exchange Commission that action be taken with respect theretoManager.
(d) Notwithstanding anything to the contrary contained in this Agreement, whereupon upon the consummation of any Transfer of Units permitted pursuant to this Article VIII, if such Holder Transferor owes any amount pursuant to any Management Loan, then until such time as all outstanding amounts under such Management Loan have been repaid in full, the Company shall be entitled to transfer such Securities in accordance with the terms direct payment of the notice delivered by the Holder applicable consideration received pursuant to such Transfer first to the Company. It repayment of such Management Loan, or, to the extent such consideration is agreed that received by such Transferor, such Transferor shall pay such amounts to the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesor Holdco (as applicable) as lender under such Management Loan.
Appears in 1 contract
Samples: Limited Liability Company Agreement (MBOW Four Star, L.L.C.)
Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheldwithheld or delayed), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares Warrant or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resaleresale in violation of the Securities Act or applicable state securities laws, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either with (i) evidence an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 1 contract
Restrictions on Transfers. (a) Subject to the permitted transfers set out in Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and7.1(c):
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition Founding Shareholder agrees that, without the prior written consent of the Preferred Majority, it shall not (and such disposition is made in accordance with such registration statementshall procure that each Management Member shall not), ordirectly or indirectly, Dispose of any of its/their Shares or any shares of other Group Companies within forty-eight (48) months after April 17, 2018; and
(ii) (A) such Holder shall have given each Investor agrees that, without the prior written notice consent of the Founding Shareholder, it shall not, directly or indirectly, Dispose of any of its Shares or any shares of other Group Companies within forty-eight (48) months after April 17, 2018. In the case that any Share is held by its ultimate beneficial owner through one or more levels of holding companies, any transfer, repurchase, or new issuance of the shares of such holding companies or similar transactions that have the effect of changing the beneficial ownership of such Share shall be deemed as an indirect transfer of such Share.
(b) The Parties agree that the restrictions on the Disposal of Shares held by the Shareholders contained in this Agreement shall apply to such indirect transfer and shall not be circumvented by means any indirect transfer of the Shares.
(c) Notwithstanding anything to the Company of such Holder’s intention to make such disposition contrary contained herein, the transfer restrictions under this Section 7.1, Section 4 and Section 5 shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired not apply to: (i) solely for any transfer of Shares by a Shareholder to any of its Affiliates (the transferee’s own account “Permitted Transferee”) (provided, that such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor by executing an Adherence Agreement as provided in Section 5.4 and not as a nominee for any other party, such transferor shall remain jointly and severally liable with the Permitted Transferee and all subsequent Permitted Transferees who hold such Shares in respect of the obligations set out under this Agreement); (ii) for investment and any bona fide transfer by a limited partner of an Investor of its partnership interest expressly permitted under the applicable limited partnership agreement, or change of control of any limited partner of an Investor (provided that in each case, the transferee pursuant to any such transfer or change of control is not a Competitor); or (iii) not with a view toward distribution any transfer of Shares among the Individual Shareholders.
(d) Notwithstanding anything to the contrary in the Transaction Documents or resaleelsewhere, each Investor agrees that, without the prior written consent of the Founding Shareholder, it shall not, and shall have confirmed such other matters related thereto as may be reasonably requested by the Companyprocure its transferee not to, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities transfer or sell any Share or any rights/interests under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission Transaction Documents held by it to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff any Competitor of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesGroup Companies.
Appears in 1 contract
Restrictions on Transfers. Subject to Section 5(b)) below, this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, Warrant or the Shares or the shares of common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either with (i) evidence an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 1 contract
Samples: Warrant Agreement (Q Holdings, Inc.)
Restrictions on Transfers. Subject (a) No Unit may be transferred, sold, assigned or exchanged if the transfer or sale of such Unit, when added to the total of all other transfers or sales of Units within the period of twelve (12) consecutive months prior to the proposed date of sale or exchange, would, in the opinion of counsel for the Partnership, result in the termination of the Partnership under Section 708 of the Code unless the Partnership and the transferring holder shall have received a ruling from the IRS that the proposed sale or exchange will not cause such termination.
(b) No transfer or assignment may be made if, as a result of such transfer, a Limited Partner (other than one transferring all of his Units) will own fewer than the minimum number of Units required to be purchased under Section 8.5(b) hereof, unless such transfer is made on behalf of a Retirement Plan, or such transfer is made by gift, inheritance, intra-family transfer, family dissolution or to an Affiliate.
(c) No transfer or assignment of any Unit may be made if counsel for the Partnership is of the opinion that such transfer or assignment would be in violation of any state securities or “Blue Sky” laws (including investment suitability standards) applicable to the Partnership.
(d) All Units originally issued pursuant to qualification under the California Corporate Securities Law of 1968 shall be subject to, and all documents of assignment and transfer evidencing such Units shall bear, the following legend condition:
(e) No transfer or assignment of any interest in the Partnership shall be made (i) in the case of Units subject to Section 5(b)17.3(d) hereof, unless the transferor shall have obtained, if necessary, the consent of the California Commissioner of the Department of Corporations to such transfer, (ii) unless the transferee shall have paid or, at the election of the General Partners, obligated himself to pay, all reasonable expenses connected with such transfer, substitution and admission, including, but not limited to, the cost of preparing an appropriate amendment to this Warrant may not be transferred Agreement to effectuate the transferee’s admission as a substituted Limited Partner pursuant to Section 17.4 hereof, or assigned (iii) where the assignor and Assignee agree in whole connection therewith that the assignor shall exercise any residual powers remaining in him as a Limited Partner in favor of or in part without the Company’s prior written consent interest or at the direction of the Assignee.
(which shall not be unreasonably withheldf) [Reserved.]
(g) No Limited Partner may transfer or assign any Units or beneficial ownership interests therein (whether by sale, exchange, repurchase, redemption, pledge, hypothecation or liquidation), and any attempt such purported transfer shall be void ab initio and shall not be recognized by Holder the Partnership or be effective for any purpose unless (i) the General Partners determine, in their sole discretion, that the Partnership would be able to satisfy any of the secondary market safe harbors contained in Treasury Regulations Section 1.7704-1 (or any other applicable safe harbor from publicly traded partnership status which may be adopted by the IRS) for the Partnership’s taxable year in which such transfer otherwise would be effective, or (ii) the Partnership has received an opinion of counsel satisfactory to the General Partners or a favorable IRS ruling that any such transfer will not result in the Partnership’s being classified as a publicly traded partnership for federal income tax purposes. The Limited Partners agree to provide all information with respect to a proposed transfer that the General Partners deem necessary or desirable in order to make such determination, including but not limited to, information as to whether the transfer occurred on a secondary market (or the substantial equivalent thereof).
(h) Any purported transfer or assign any rights, duties or obligations that arise under this Warrant without such permission assignment not satisfying all of the foregoing conditions shall be void. Any void ab initio, and no purported transfer or assignment shall be of this Warrant, the Shares or the common stock issuable upon the conversion any effect unless all of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and foregoing conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, andhave been satisfied.
(i) there is then A Limited Partner requesting a transfer of Units shall be required, as a condition to effecting such transfer, to pay a reasonable transfer fee in effect a registration statement under an amount determined by the Securities Act covering such proposed disposition and such disposition is made in accordance General Partners to be sufficient to cover the costs to the Partnership associated with such registration statementtransfer. A fee of fifty dollars ($50) shall be deemed reasonable, or
(ii) (A) such Holder but shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with not preclude a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested conclusion by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company General Partners that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It higher fee is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesreasonable.
Appears in 1 contract
Samples: Limited Partnership Agreement (Behringer Harvard Short Term Opportunity Fund I Lp)
Restrictions on Transfers. Subject (a) Except as otherwise permitted by this Agreement, no Member shall Transfer, directly or indirectly, all or any of its Interest without the approval of the Board acting by Unanimous Action (any such Transfer so consented to or otherwise permitted hereunder being referred to in this Agreement as a “Permitted Transfer”). Notwithstanding the foregoing, no Transfer to an Unsuitable Party or a Company Competitor shall be permitted; provided that for the avoidance of doubt a Sale to a Company Competitor in accordance with Section 5(b)8.10 shall be permitted. Except for a Permitted Ownership Change, any direct or indirect change in the ultimate beneficial ownership of a Member’s Interest shall be deemed a Transfer for purposes of this Warrant may not Agreement. Notwithstanding the foregoing, without the prior written consent of any party, the following shall be transferred deemed Permitted Transfers: (i) KGH may, directly or assigned indirectly, Transfer its Interest in whole or in part without so long as the Company’s prior written consent Transferee is not an Unsuitable Party or a Company Competitor and following such Transfer Och-Ziff Real Estate Advisors LP or an Affiliate thereof retains (which shall A) control over such Interest and (B) control over Investment Vehicles beneficially owning at least 51% of such Interest; and (ii) Clairvest may, directly or indirectly, Transfer its Interest in whole or in part so long as the Transferee is not be unreasonably withheld), an Unsuitable Party or Company Competitor and any attempt by Holder to transfer following such Transfer Clairvest Group Inc. or assign any rights, duties or obligations that arise under this Warrant without an Affiliate thereof retains (A) control over such permission shall be void. Any transfer Interest and (B) control over Investment Vehicles beneficially owning at least 51% of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares such Interest (the “Securities”) must be Permitted Transfers described in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
clauses (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) being hereafter referred to as “Non-Control Transfers”). For purposes hereof, the term “KGH” shall be deemed to include any Transferee of KGH, the term “Clairvest” shall be deemed to include any Transferee of Clairvest and the term “Lakes” shall be deemed to include any Transferee of Lakes.
(Ab) such Holder shall have given prior written notice Notwithstanding Section 8.1(a), the Members hereby agree to the Company of such Holder’s intention procedures set forth on Schedule 8.1 delivered to make such disposition and shall have furnished the Company with a detailed description each of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company Members in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not connection with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken this Agreement with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesregulatory conflicts.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Lakes Entertainment Inc)
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02, and subject to Section 5(b8.01(b), this Warrant may not be transferred Section 8.01(c), Section 8.01(d) and Section 8.01(e), any Award Agreement, Equity Incentive Plan and/or any other agreement between such Member and the Company, PubCo or assigned in whole or in part any of their respective Controlled Affiliates (including, with respect to the Endeavor Members, the Governance Agreement), without the prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio.
(b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that:
(i) the Transferor shall have provided to the Company prior notice of such Transfer;
(ii) the Transferee shall agree in writing to be bound by this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Company;
(iii) the Transfer shall comply with all applicable Laws and such reasonable representations as may be required by the Managing Member;
(iv) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Equity Securities;
(v) to the knowledge of the Transferee and Transferor after reasonable inquiry of the Company, the Transfer shall not impose material liability or material reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company or any Member thereof becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities in which the Company is then subject to such liability, reporting obligation or jurisdiction; and
(vi) such Transfer shall comply with Article IX (to the extent Article IX governs such Transfer of Units).
(c) Notwithstanding any other provision of this Agreement to the contrary, without the prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any saleManaging Member, assignment, transfer, pledge or other disposition of no Member shall Transfer all or any portion part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the SecuritiesManaging Member, would:
(i) be a Transfer to a Person who is not legally competent or any beneficial interest therein, unless and until the transferee thereof who has agreed in writing not achieved his or her majority of age under applicable Law (excluding trusts for the benefit of minors);
(ii) cause the Company to take (i) be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and hold such Securities Regulations promulgated thereunder or (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h); or
(iii) cause the Company to be required to register under the U.S. Investment Company Act of 1940.
(d) Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject toto the provisions of Section 3.01 and Section 3.02.
(e) For the avoidance of doubt, and notwithstanding anything herein to be bound bythe contrary, the terms and conditions in addition to any restrictions on Transfer set forth in this WarrantArticle VIII that may apply to such Transfer, to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder any Transfer of Units by any Member shall have given prior written notice be subject to the Company of restrictions on Transfer applicable thereto pursuant to any Award Agreement to which such Holder’s intention Member is a party or pursuant to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other partyan applicable Equity Incentive Plan, (ii) for investment any Transfer of Employee Holdco Member Interests (as defined below) shall be subject to the restrictions on Transfer applicable thereto pursuant to applicable organizational documents of such Employee Holdco Member and (iii) any Transfer by the Endeavor Members shall be subject to the restrictions on Transfer and other provisions applicable thereto pursuant to the Governance Agreement.
(f) Notwithstanding anything contained in this Agreement to the contrary, any Member that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code shall not Transfer any Common Units (including, for the avoidance of doubt, in connection with a view toward distribution or resaleRedemption), unless such Member and shall the Transferee have confirmed such other matters related thereto as may be reasonably requested by delivered to the Company, in respect of the relevant Transfer (or Redemption), written evidence that all required withholding under Section 1446(f) of the Code will have been done and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory duly remitted to the Company that such disposition will not require registration of such Securities under the Securities Act applicable Governmental Entity or duly executed certifications (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities prepared in accordance with the terms applicable Treasury Regulations or other authorities) of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesan exemption from such withholding.
Appears in 1 contract
Samples: Limited Liability Company Agreement (TKO Group Holdings, Inc.)
Restrictions on Transfers. Subject to Section 5(b), The Holder may not transfer or assign this Warrant may not be transferred or assigned in whole or in part without providing the Company’s Company with 10 days prior written consent (which shall not be unreasonably withheld)notice, and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission notice shall be void. Any transfer of this Warrant, Warrant or the Shares or the shares of common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until (a) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
and (ib) (1) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
or (ii2) (A) such Holder shall have given prior written notice to the Company of such HolderXxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, writing that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either (i) evidence with an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 1 contract
Restrictions on Transfers. Subject (a) From and after the date hereof until the Expiration Time, Investor shall not, directly or indirectly, sell, assign, give, mortgage, pledge, hypothecate, issue, bequeath or in any manner encumber or dispose of, or permit to Section 5(bbe sold, assigned, encumbered, attached or otherwise disposed of in any manner, whether voluntarily, involuntarily or by operation of law, with or without consideration (collectively, “Transfer”), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder Owned Securities to transfer or assign any rights, duties or obligations a third party; provided that arise under this Warrant without such permission Investor shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares permitted to Transfer Owned Securities (the “Securities”A) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold Person if such Securities subject to, and Person executes an agreement agreeing to be bound byby the covenants contained in this Agreement applicable to Investor (by being designated as the “Investor” under such agreement) and provided that such Transfer does not violate the provisions of Section 1(b) and (B) pursuant to a bona fide pledge in favor of a financial institution, provided that such financial institution agrees in writing to be bound by the terms voting, proxy, and conditions transfer restrictions set forth in this Warrantherein; and provided further that, if Investor elects to Transfer any Owned Securities prior to the same extent Expiration Time to a Person that is not an Affiliate of Investor or of any owner of Investor, Investor shall comply with the provisions of Sections 3(b) through (d).
(b) Prior to any Transfer prior to the Expiration Time of Owned Securities to a Person that is not an Affiliate of Investor or of any owner of Investor, Investor shall provide to the Company (or its designee) an irrevocable proxy with respect to such Owned Securities as if contemplated by the transferee were first sentence of Section 2(c).
(c) Investor shall promptly notify the original Holder hereunder, andCompany of the number and average sales price (in each case on a daily basis) of any Owned Securities sold by Investor prior to the Expiration Time.
(d) In the event that (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities Mergers are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities consummated in accordance with the terms of the notice delivered by the Holder Merger Agreement and (ii) Investor has, prior to the Expiration Time, Transferred any Owned Securities to a Person that is not an Affiliate of Investor or of any owner of Investor and (iii) the Five Day Average Trading Price (as defined below) of the Company. It ’s common shares is agreed less than the average sales price of all Owned Securities so Transferred by Investor to an unaffiliated Person on or before the date that is the second trading day after the date on the Company first announces that the Company Mergers will not require opinions be consummated (the “Announcement Date”), the Investor shall make a payment, on or before the fifteenth Business Day after the Announcement Date, in cash to the Company (or its designee) in an amount equal to the product of counsel (x) the excess of the average sales price of all Owned Securities so Transferred by Investor to an unaffiliated Person on or before the date that is the second trading day after the Announcement Date over the Five Day Average Trading Price times (y) the total number of Owned Securities so Transferred. As used herein, the “Five Day Average Trading Price” shall mean (A) the sum of (I) the highest sales prices reported on the New York Stock Exchange for transactions made pursuant to Rule 144 except in unusual circumstancessales of common shares of the Company for each of the five consecutive trading days beginning on the third trading day after the Announcement Date plus (II) the lowest sales prices reported on the New York Stock Exchange for sales of common shares of the Company for each of the five consecutive trading days beginning on the third trading day after the Announcement Date divided by (B) 10.
Appears in 1 contract
Samples: Standstill Waiver and Voting and Lock Up Agreement (Archstone Smith Operating Trust)
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02, and subject to Section 5(b8.01(b), this Warrant may not be transferred Section 8.01(c), Section 8.01(d) and Section 8.01(e), any underwriter lock-up agreement applicable to such Member, any Vesting Letter and/or any other agreement between such Member and the Company, Manager, PubCo or assigned in whole or in part any of their respective Controlled Affiliates, without the Company’s prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent (which shall not be unreasonably withheld), and on any attempt by Holder matter or to transfer receive or assign have any rights, duties economic interest in distributions or obligations that arise under this Warrant without such permission shall be voidadvances from the Company pursuant thereto. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio.
(b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that:
(i) the Transferor shall have provided to the Company prior notice of such Transfer;
(ii) the Transferee shall agree in writing to be bound by this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Company;
(iii) the Transfer shall comply with all applicable federal Laws;
(iv) to the knowledge of the Transferee and state securities laws. The Holder agrees Transferor after reasonable inquiry of the Company, the Transfer shall not impose material liability or material reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company or any Member thereof becoming subject to make the jurisdiction of any saleGovernmental Authority anywhere, assignmentother than the Governmental Authorities in which the Company is then subject to such liability, transferreporting obligation or jurisdiction; and
(v) such Transfer shall comply with Article IX (to the extent Article IX governs such Transfer of Units).
(c) Notwithstanding any other provision of this Agreement to the contrary, pledge or other disposition of no Member shall Transfer all or any portion part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the SecuritiesManaging Member, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of would cause the Company to take (i) be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and hold such Securities Regulations promulgated thereunder or (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h).
(d) Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject toto the provisions of Section 3.01 and Section 3.02.
(e) For the avoidance of doubt, and in addition to be bound by, the terms and conditions any restrictions on Transfer set forth in this WarrantArticle VIII that may apply to such Transfer, to the same extent as if the transferee were the original Holder hereunder, and
(i) there any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Vesting Letter to which such Member is then in effect a registration statement under the Securities Act covering such proposed disposition party and such disposition is made in accordance with such registration statement, or
(ii) any Transfer of Employee Holdco Member Interests (Aas defined below) such Holder shall have given prior written notice be subject to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed restrictions on Transfer applicable thereto pursuant to the satisfaction of the Company in writingEmployee Holdco I LLC Agreement, substantially in the form of Exhibit A-1Employee Holdco II LLC Agreement or Executive Holdco LLC Agreement, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesapplicable.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Endeavor Group Holdings, Inc.)
Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares Warrant or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either with (i) evidence an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 1 contract
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02, and subject to Section 5(b8.01(b), this Warrant may not be transferred Section 8.01(c), Section 8.01(d) and Section 8.01(e), any underwriter lock-up agreement applicable to such Member and/or any other agreement between such Member and the Company, Pubco or assigned in whole or in part any of their controlled Affiliates, without the Company’s prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto, to any Person that is not a Permitted Transferee. Any such Transfer that is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (which and a breach of this Agreement by such Member) and shall be null and void ab initio. Notwithstanding anything to the contrary in this ARTICLE 8, (i) Section 10.03 shall govern the exchange of LLC Units for shares of Class A Common Stock, and an exchange pursuant to, and in accordance with, Section 10.03 shall not be unreasonably withheld)considered a “Transfer” for purposes of this Agreement, and (ii) any attempt by Holder to transfer or assign any rightsother Transfer of shares of Common Stock shall not be considered a “Transfer” for purposes of this Agreement.
(b) Except as otherwise expressly provided herein, duties or obligations that arise under this Warrant without such permission it shall be void. Any transfer of a condition precedent to any Transfer otherwise permitted or approved pursuant to this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, andARTICLE 8 that:
(i) there is then in effect a registration statement under the Securities Act covering Transferor shall have provided to the Company prior notice of such proposed disposition and such disposition is made in accordance with such registration statement, orTransfer; and
(ii) (A) such Holder the Transfer shall have given prior written notice to comply with all Applicable Laws and the Company of such Holder’s intention to make such disposition and Managing Member shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company satisfied that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration Transfer will not result in a recommendation by the staff violation of the Securities Act.
(c) Notwithstanding any other provision of this Agreement to the contrary, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer (i) would cause the Company to have more than 95 partners, within the meaning of Treasury Regulations Section 1.7704-1(h), or (ii) in the sole discretion of the Managing Member, could otherwise cause the Company to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Exchange Commission that action be taken with respect theretoRegulations promulgated thereunder.
(d) Any Transfer of Units pursuant to this Agreement, whereupon such Holder including this ARTICLE 8, shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder subject to the Company. It is agreed that the Company will not require opinions provisions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.Section 3.01
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Xponential Fitness, Inc.)
Restrictions on Transfers. Subject to (a) No Principal Stockholder shall, without previously complying with its obligations under Section 5(b5.2 (unless waived in writing by WM Sub), this Warrant may not be transferred Transfer any Option Shares or assigned permit any Affiliate to Transfer any Option Shares, except in whole the case of Transfers made in accordance with the Put Option Agreement, the Offering Rights Agreement or in part without the Company’s prior written consent connection with Permissible Open Market Sales and Permitted Affiliate Transfers (which shall not be unreasonably withheldeach “Permitted Transfers”), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, Transfer by a Principal Stockholder (other than a Permitted Transfer to the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”extent provided herein) must be in compliance that does not comply with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this WarrantSection 5, as applicable, shall be null and void. The Stockholders shall cause the Corporation to register in the Stock Register and on the Stock certificates, if such shares of Stock are certificated, that the Stock is subject to the same extent as if the transferee were the original Holder hereunder, andrestrictions contained in this Agreement.
(b) The following Transfers of Option Shares shall be “Permitted Affiliate Transfers”: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form case of Exhibit A-1any Person included within Stockholder Group I, that the Securities are being acquired (i) Transfer of all or any part of its Option Shares to a Person directly or indirectly Controlled solely for the transferee’s own account and not as a nominee for any other partyexclusively by Control Person I, (ii) for investment in the case of any Person included within Stockholder Group II, the Transfer of all or any part of its Option Shares to a Person directly or indirectly Controlled solely and exclusively by Control Person II or (iii) not with any Transfer between any Principal Stockholders; provided however, that in each such event the Principal Stockholders shall give WM Sub written notice of such Transfer, including a view toward distribution or resalereasonably detailed description thereof; and provided further, and shall have confirmed that unless the transferee of such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the CompanyPermitted Affiliate Transfer is already a party to this Agreement, such Holder transferee executes a counterpart of this Agreement and, where applicable, executes a counterpart of any other Transaction Document and thereby becomes a party hereto and thereto and the Option Shares so acquired shall have furnished the Companybe governed hereby upon and after such Transfer, at the Holder’s expense and optionprovided, either further, if such Affiliate is not 100% owned (i) evidence reasonably satisfactory except for nominal interests held by a third party solely to the Company that extent required to satisfy the two shareholder or equity holder requirement under Chilean law), directly or indirectly by either of Control Person I or Control Person II, then such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action Transfer may only be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance consummated with the terms prior written consent of the notice delivered by the Holder to the Company. It is agreed that the Company will WM Sub, which consent shall not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesbe unreasonably delayed or withheld.
Appears in 1 contract
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 7.02, and subject to Section 5(b7.01(b), this Warrant may not be transferred Section 7.01(c), Section 7.01(d) and Section 7.01(e), any underwriter lock-up agreement applicable to such Member, any Vesting Letter and/or any other agreement between such Member and the Company, PubCo or assigned in whole or in part any of their respective Controlled Affiliates, without the Company’s prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent (which shall not be unreasonably withheld), and on any attempt by Holder matter or to transfer receive or assign have any rights, duties economic interest in distributions or obligations that arise under this Warrant without such permission shall be voidadvances from the Company pursuant thereto. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be such Transfer which is not in compliance with all applicable federal the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and state securities laws. The Holder agrees not a breach of this Agreement by such Member) and shall be null and void ab initio.
(b) Except as otherwise expressly provided herein, it shall be a condition precedent to make any sale, assignment, transfer, pledge Transfer otherwise permitted or other disposition approved pursuant to this Article VII that:
(i) the Transferor shall have provided to the Company prior notice of all or any portion of such Transfer;
(ii) the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed Transferee shall agree in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound byby this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Company;
(iii) the Transfer shall comply with all applicable Laws;
(iv) to the knowledge of the Transferee and Transferor after reasonable inquiry of the Company, the terms Transfer shall not impose material liability or material reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company or any Member thereof becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities in which the Company is then subject to such liability, reporting obligation or jurisdiction; and
(v) such Transfer shall comply with Article VIII (to the extent Article VIII governs such Transfer of Units).
(c) [reserved].
(d) Any Transfer of Units pursuant to this Agreement, including this Article VII, shall be subject to the provisions of Section 3.01 and conditions Section 3.02.
(e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this WarrantArticle VII that may apply to such Transfer, any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Vesting Letter to which such Member is a party.
(f) Notwithstanding anything else contained herein, without the prior written consent of the Manager, none of the individuals listed on Schedule B may transfer any Units or other Equity Securities of the Company.
(g) Notwithstanding anything else contained herein, without the prior written consent of the Manager, (i) no Member shall Transfer any Units or other Equity Securities of the Company; and (ii) the Company shall not issue any Units or other Equity Securities; in each case, to the same extent as if the transferee were the original Holder hereunder, and
such action would result in PubCo owning less than eighty percent (i80%) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances total voting power or value of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (Cas determined under Section 1504(a)(2) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesCode.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Endeavor Group Holdings, Inc.)
Restrictions on Transfers. Subject (a) Unless specifically permitted herein, no Party may, directly or indirectly, sell, assign, mortgage, pledge, or otherwise dispose of (each a “Transfer”) all or any part of its equity interests in the Company to Section 5(b)any third party, this Warrant may not be transferred or assigned otherwise create any third party rights or Encumbrance upon all or any part of its equity interests in whole or in part the Company, without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares other Party.
(b) Notwithstanding anything to the “Securities”contrary under Section 5.6(a) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make above:
(i) any sale, assignment, transfer, pledge or other disposition of Party may Transfer all or any portion part of its equity interest in the Securities, Company either to its Affiliate(s) thereof or otherwise in connection with its internal restructuring; and the other Party is hereby deemed to have given its consent to such Transfer and waived its statutory right of first refusal in connection with such Transfer; and
(ii) Anhui Ryzur shall be entitled to Transfer any beneficial interest therein, unless and until part of its equity interests in the transferee thereof has agreed Company to any third party; provided that (A) Anhui Ryzur shall notify Myomo in writing for the benefit of each such Transfer prior to making such Transfer, and (B) after completion of such Transfer, (y) Anhui Ryzur shall own no less than 30% equity interests of the Company to take and hold such Securities subject toon a fully-diluted basis, and (z) Anhui Ryzur and any new investors of the Company introduced by Anhui Ryzur shall collectively own no less than 51% equity interests of the Company on a fully-diluted basis, provided, in each of (i) and (ii) above, that none of the transferees of such Transfer shall be a Company Competitor.
(c) As a condition to any permitted Transfer as set out in above Section 5.6(b), the transferee shall agree in writing to be bound by, by the terms of this Contract and conditions set forth in this Warrant, the Articles of Association to the same extent as if the transferee were the original Holder hereunder, andtransferor was so bound.
(id) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice Any reference to the Company Transfer hereunder shall include any change in the direct and indirect beneficial interest in a Party. For the avoidance of such Holder’s intention to make such disposition and doubt, each Party shall have furnished not circumvent or otherwise avoid the Company with a detailed description of Transfer restrictions set forth in this Contract, whether by holding the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction equity interests of the Company indirectly through another Person or by causing or effecting, directly or indirectly, the Transfer or issuance of any equity interests by such Party or any such Person, or otherwise.
(e) Any purported Transfer or issuance of any equity interests of any shareholder of the Company or any such Person in writing, substantially in the form contravention of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account this Contract shall be void and not as a nominee ineffective for any other party, (ii) for investment and (iii) all purposes and shall not with a view toward distribution confer on any transferee or resalepurported transferee any rights whatsoever, and no Party shall have confirmed recognize any such Transfer or issuance.
(f) If any Party should breach any restrictions under this Section, then without limiting any other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holdernon-breaching Party’s expense and option, either (i) evidence reasonably satisfactory other right or remedy available to the Company that such disposition will not require registration of such Securities it under the Securities Act Law or (ii) a “no action” letter from hereunder against the Securities and Exchange Commission to the effect that the transfer of breaching Party, any such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder non-breaching Party shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder apply to any competent administrative or judicial authorities for an injunction, to the Company. It extent such remedy is agreed that available under the Company will not require opinions of counsel for transactions made pursuant applicable Law, to Rule 144 except in unusual circumstancesenjoin the breaching Party from any breaching Transfer.
Appears in 1 contract
Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheldwithheld or delayed), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, Warrant or the Shares or the shares of common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or;
(ii) the disposition is made in accordance with Rule 144 under the Securities Act; or
(Aiii) (x) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a reasonably detailed description of the manner and circumstances of the proposed disposition, (By) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (iA) solely for the transferee’s own account and not as a nominee for any other party, (iiB) for investment and (iiiC) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (Cz) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either (i) evidence with an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect theretoAct, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 1 contract
Samples: Warrant Agreement (Solarcity Corp)
Restrictions on Transfers. Subject (i) Prior to Section 5(b)the expiration of the Restricted Period, this Warrant interests in the Regulation S Global Note may not only be held through Euroclear or Clearstream, Luxembourg. During the Restricted Period, Book-Entry Interests in a Regulation S Global Note may only be sold, pledged or transferred through Euroclear or assigned Clearstream, Luxembourg in whole or in part without accordance with the Company’s prior written consent (which shall not be unreasonably withheld), Applicable Procedures and any attempt by Holder sales of Regulation S Notes during the Restricted Period are only permitted to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer made in accordance with one of this Warrantthe following exemptions (collectively, the Shares “Sales Exemptions”): (a) to the Issuer, (b) so long as such security is eligible for resale pursuant to Rule 144A, to a person whom the selling Holder reasonably believes is a QIB that purchases for its own account or for the common stock issuable upon account of a QIB to whom notice is given that the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transferresale, pledge or other disposition of all or any portion of the Securitiestransfer is being made in reliance on Rule 144A, or any beneficial interest therein(c) in an offshore transaction in accordance with Regulation S, unless and until the transferee thereof has agreed in writing for the benefit of the Company (d) pursuant to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a an exemption from registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
provided by Rule 144 (iiif applicable) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (iie) a “no action” letter from pursuant to an effective registration statement under the Securities and Exchange Commission Act, in each case in accordance with any applicable securities laws of any state of the United States. Prior to the effect that expiration of the transfer Restricted Period, transfers by an owner of a Book-Entry Interest in a Regulation S Global Note to a transferee who takes delivery of such Securities without registration will not result Book-Entry Interest in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder Rule 144A Global Note shall be entitled to transfer such Securities made only in accordance with the Applicable Procedures and upon receipt by the Principal Paying and Domiciliary Agent of a certificate from the transferor of the Book-Entry Interest to the effect set forth in Exhibit D to the Indenture. Notwithstanding the foregoing, the Issuer will not be required to register the transfer or any of the Definitive Registered Dollar Notes selected for redemption or due to be redeemed:
(1) for a period of 5 days before the date for redemption; or
(2) for a period of 5 days before an Interest Payment Date.
(ii) Upon the expiration of the Restricted Period, beneficial ownership interests in the Regulation S Global Note shall be transferable in accordance with applicable law and the other terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesIndenture.
Appears in 1 contract
Samples: Indenture (Delhaize Group)
Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares Warrant or the common stock issuable upon the conversion of the Shares (the Shares(the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either with (i) evidence an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 1 contract
Samples: Warrant Agreement (TrueCar, Inc.)
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02, and subject to Section 5(b8.01(b), this Warrant may not be transferred Section 8.01(c), Section 8.01(d) and Section 8.01(e), any underwriter lock-up agreement applicable to such Member, any Employee Equity Letter and/or any other agreement between such Member and the Company, Pubco or assigned in whole or in part any of their controlled Affiliates, without the Company’s prior written approval of the Managing Member, no Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (which and a breach of this Agreement by such Member) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article VIII, (i) the Exchange Agreement shall govern the exchange of Paired Interests for shares of Class A Common Stock or Class B Common Stock, and an exchange pursuant to and in accordance with the Exchange Agreement shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer considered a “Transfer” for purposes of this WarrantAgreement, (ii) the Shares or the common stock issuable upon certificate of incorporation of Pubco shall govern the conversion of Class B Common Stock to Class A Common Stock and the Shares conversion of Class D Common Stock to Class C Common Stock, and a conversion pursuant to and in accordance with the certificate of incorporation of Pubco shall not be considered a “Transfer” for purposes of this Agreement, (iii) a Transfer of Registrable Securities (as such term is defined in the Registration Rights Agreement) in accordance with the Registration Rights Agreement shall not be considered a “Securities”Transfer” for the purposes of the Agreement and (iv) must any other Transfer of shares of Class A Common Stock or Class B Common Stock shall not be in compliance considered a “Transfer” for purposes of this Agreement.
(b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that:
(i) the Transferor shall have provided to the Company prior notice of such Transfer;
(ii) the Transfer shall comply with all applicable federal and state securities laws. The Holder agrees not Applicable Laws; and
(iii) with respect to make any saleTransfer of any Common Unit that constitutes a portion of a Paired Interest, assignmentconcurrently with such Transfer, transfersuch Transferor shall also Transfer to such Transferee the number of shares of Class C Common Stock or Class D Common Stock, pledge as the case may be, constituting the remainder of such Paired Interest (which, as of the date hereof, would be one share of Class C Common Stock or Class D Common Stock, as the case may be).
(c) Notwithstanding any other disposition provision of this Agreement to the contrary, no Member shall directly or indirectly Transfer all or any portion part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the SecuritiesManaging Member, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of would cause the Company to take be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and hold such Securities Regulations promulgated thereunder.
(d) Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject toto the provisions of Section 3.01 and Section 3.02.
(e) For the avoidance of doubt, and in addition to be bound by, the terms and conditions any restrictions on Transfer set forth in this WarrantArticle VIII that may apply to such Transfer, to the same extent as if the transferee were the original Holder hereunder, and
(i) there any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Employee Equity Letter to which such Member is then in effect a registration statement under the Securities Act covering such proposed disposition party and such disposition is made in accordance with such registration statement, or
(ii) any Transfer of Employee Holdco Interests (Aas defined below) such Holder shall have given prior written notice be subject to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed restrictions on Transfer applicable thereto pursuant to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesapplicable Employee Holdco LLC Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Virtu Financial, Inc.)
Restrictions on Transfers. Subject to Section 5(b)(a) Except as expressly provided in this Agreement, this Warrant may not be transferred no Member shall, directly or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld)indirectly, and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of Transfer all or any portion of the Securities, its Class A Shares (or any beneficial interest therein), Parent shall cause any holder of a direct or indirect equity interest in the HS Member (other than stockholders of Parent) not to transfer such equity interest, and KM shall cause any holder of a direct or indirect equity interest in a JVP Member Entity not to transfer such equity interest, in each case, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
(i) there such Transfer is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other partythis Article VII, (ii) for investment and the Transferor gives the Company not less than ten (10) Business Days prior written notice of such Transfer (unless greater prior notice is required by this Agreement, in which case the Transferor shall give such greater notice), (iii) not all required consents or approvals of any Governmental Authority shall have been obtained, (iv) the Transferee executes and delivers a counterpart of the signature page to this Agreement (or the appropriate assumption agreement) and any other agreements, documents or instruments as the Company may reasonably require and (v) the Transferee certifies to all representations and warranties of a Member set forth in Article VIII. Any Transfer made in violation of this Article VII shall be null and void.
(b) With respect to any Transfer in compliance with a view toward distribution or resalethe requirements of Section 7.01, each Transferee of Class A Shares shall have all of the rights, and shall have confirmed be subject to the restrictions and obligations, of its Transferor hereunder to the extent specified in the agreements or instruments between the parties (provided such other matters related thereto as may be reasonably requested by Transfer of Shares shall not relieve the CompanyTransferor of such Shares of its obligations under this Agreement arising prior to the date of such Transfer unless all of the non-Transferring Members execute a release with respect to such obligations of the Transferor), and (C) if requested by shall succeed to the Companyportion of the Transferor’s Class A Shares and Capital Account and shall be admitted as a Class A Member. If a Transferor has Transferred all of its Class A Shares in the Company pursuant to this Article VII and the Transferee is admitted as a Class A Member, immediately following such admission, such Holder Transferor shall have furnished the Company, at the Holder’s expense cease to be a Class A Member.
(c) The Company and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration each non-Transferor Member shall cooperate with a Transferor Member in obtaining all required consents or approvals of such Securities under the Securities Act or (ii) any Governmental Authority in connection with a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities Transfer in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed this Article VII; provided, however that the Company will such cooperation shall not require opinions of counsel for transactions made pursuant any Member other than the Transferor to Rule 144 except make any expenditure in unusual circumstancesconnection with such cooperation.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Petrohawk Energy Corp)
Restrictions on Transfers. Subject to Section 5(b)(a) No Stockholder may transfer by way of sale, this Warrant may not be transferred exchange, assignment, pledge, gift or assigned in whole or in part without the Company’s prior written consent other disposition (all of which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission acts shall be void. Any transfer of deemed included in the term "TRANSFER" as used in this Warrant, the Shares Agreement) any or the common stock issuable upon the conversion all of the Shares (whether held in its, his or her own right or by a representative of the “Securities”Stockholder) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale(each Stockholder, assignment, transfer, pledge or other disposition of all than TPG Holdings or any portion of its affiliates (each a "TPG HOLDER"), is hereinafter referred to as a "TRANSFEROR") unless (i) such transfer of Shares is made on the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit books of the Company to take and hold such Securities subject to, in accordance with the provisions of Article II of this Agreement and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if (ii) the transferee were of such Shares (if other than (A) the original Holder hereunderCompany or another Stockholder, and
(iB) there is then a transferee in effect a registration statement sale of Shares made under Rule 144 (or any successor provision) under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementof 1933, or
as amended (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition"SECURITIES ACT"), (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration a transferee of such Securities Shares registered under the Securities Act agrees to become a party to this Agreement pursuant to Article V hereof and executes such further documents as may be necessary, in the opinion of the Company, to make him, her or it a party hereto.
(iib) a “no action” letter from the Securities and Exchange Commission to the effect that the Any purported transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities Shares other than in accordance with this Agreement by any Transferor shall be null and void, and the terms Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Shares pursuant to any such transfer.
(c) The Company shall not issue any Shares upon original issue or reissue or otherwise dispose of any Shares unless the recipient or transferee of such Shares (if other than a Stockholder) shall agree to become a party to this Agreement pursuant to Article V hereof and executes such further documents as may be necessary, in the opinion of the notice delivered by the Holder Company, to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesmake him, her or it a party hereto.
Appears in 1 contract
Samples: Stockholders' Agreement (Semiconductor Components Industries LLC)
Restrictions on Transfers. Subject to Except as set forth in Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld)consent, and any attempt by the Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares Warrant or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, Securities unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such HolderHxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form and substance of Exhibit A-1Section 11 hereto, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either with (i) evidence an opinion of counsel or other evidence, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission SEC to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission SEC that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 1 contract
Samples: Warrant Agreement (Inspirato Inc)
Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without compliance with the Company’s prior written consent terms of this Section 5(a) (which shall not be unreasonably withheldexcept in the case of a Permitted Transfer), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares Warrant or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Except in the case of a Permitted Transfer, the Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description in reasonable detail of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the reasonable satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by (other than in the Company, case of transfers among affiliated entities) such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either (i) evidence with an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect theretoAct, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 1 contract
Restrictions on Transfers. Subject (a) Except as expressly permitted by Section 8.02 or Section 8.04, and subject to Section 5(b8.01(b), this Warrant may not be transferred Section 8.01(c), Section 8.01(d) and Section 8.01(e), any Vesting Letter, Equity Incentive Plan and/or any other agreement between such Member and the Company, PubCo or assigned in whole or in part any of their respective Controlled Affiliates, without the Company’s prior written consent (which of the board of directors of the Manager, no Member shall not be unreasonably withheld)directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, and including the right to vote or consent on any attempt by Holder matter or to transfer receive or assign have any rights, duties economic interest in distributions or obligations that arise under this Warrant without such permission shall be voidadvances from the Company pursuant thereto. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio.
(b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that:
(i) the Transferor shall have provided to the Company prior notice of such Transfer;
(ii) the Transferee shall agree in writing to be bound by this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Company;
(iii) the Transfer shall comply with all applicable federal Laws;
(iv) to the knowledge of the Transferee and state securities laws. The Holder agrees Transferor after reasonable inquiry of the Company, the Transfer shall not impose material liability or material reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company or any Member thereof becoming subject to make the jurisdiction of any saleGovernmental Authority anywhere, assignmentother than the Governmental Authorities in which the Company is then subject to such liability, transferreporting obligation or jurisdiction; and
(v) such Transfer shall comply with Article IX (to the extent Article IX governs such Transfer of Units).
(c) Notwithstanding any other provision of this Agreement to the contrary, pledge or other disposition of but subject to Article IX, no Member shall Transfer all or any portion part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the SecuritiesManager, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of would cause the Company to take (i) be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and hold such Securities Regulations promulgated thereunder or (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h).
(d) Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject toto the provisions of Section 3.01 and Section 3.02.
(e) For the avoidance of doubt, and in addition to be bound by, the terms and conditions any restrictions on Transfer set forth in this WarrantArticle VIII that may apply to such Transfer, to the same extent as if the transferee were the original Holder hereunder, and
(i) there any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Vesting Letter to which such Member is then in effect a registration statement under the Securities Act covering such proposed disposition party or pursuant to an applicable Equity Incentive Plan and such disposition is made in accordance with such registration statement, or
(ii) any Transfer of Management Holdco Interests (Aas defined below) such Holder shall have given prior written notice be subject to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed restrictions on Transfer applicable thereto pursuant to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution Management Holdco LLC Agreement or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesan applicable Equity Incentive Plan.
Appears in 1 contract
Restrictions on Transfers. Subject to Section 5(b(a) If at any time during the Term (as defined below), this Warrant may not be transferred the Shareholder decides to sell, gift, or assigned in whole or in part without otherwise dispose of Shares (including both Shares held by the Company’s prior written consent (which shall not be unreasonably withheld), Shareholder on the date hereof and any attempt Shares hereafter acquired by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(iiShareholder) (Aa "Transfer") such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionanother person, either (i) evidence reasonably satisfactory to in an "over the Company that such disposition will not require registration of such Securities under the Securities Act counter" open market transaction, or (ii) a “no action” letter from the Securities and Exchange Commission pursuant to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of a bona fide offer to purchase such Shares (including without limitation any tender offer for shares of Common Stock), the Shareholder must first give Xxxxxxx written notice delivered of such decision and offer to sell such Shares (the "Offered Shares") to Xxxxxxx either (A) in the case described in clause (i) above, for cash equal to the mean between the closing "bid" and "ask" prices on the date of such notice as reported by the Holder OTCBB or such other quotation system on which "bid" and "ask" prices in the Common Stock are then being reported, or (B) at the same price and on the same terms and conditions as the proposed sale pursuant to a bona fide offer described in clause (ii) above. Such notice and offer shall state whether the offer is under clause (i) or (ii) and, if under clause (ii), shall state the identity of the offeror and the terms and conditions of the proposed sale.
(b) Notwithstanding the foregoing, the Shareholder may Transfer all or any part of his or her Shares to any one or more of the Shareholder's spouse and/or lineal descendants or any partnership or trust for the Shareholder and/or his or her spouse and/or lineal descendants (each, a "Permitted Transferee") and any such Permitted Transferees may re-Transfer such Shares to the Company. It is agreed Shareholder, without complying with the provisions of this Agreement, provided that any such Transfer shall be made subject to all of the Company will not require opinions terms of counsel this Agreement and shall be ineffective unless the Permitted Transferee (or the guardian of a minor Permitted Transferee) agrees in writing to be bound by this Agreement.
(c) For purposes of this Agreement, "Term" shall mean one (1) year from the date hereof, provided that Xxxxxxx may extend the Term for transactions made pursuant up to Rule 144 except in unusual circumstancestwo (2) additional one (1) year periods each upon written notice to the Shareholder prior to the expiration of the then-current term accompanied by payment of a fee for the extension equal to $0.50 per Share.
Appears in 1 contract
Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then Except as expressly provided in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statementthis Agreement, or
(ii) no Transfer of any Membership Interest shall be permitted unless (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition Transfer is in accordance with this Article VII and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed dispositionall applicable securities laws, (B) the transferee Transferor gives the Company not less than two (2) Business Days prior written notice of such Transfer (unless greater prior notice is required by this Agreement, in which case the Transferor shall give such greater notice), (C) all required consents or approvals of any Governmental Entity shall have confirmed been obtained and (D) the Transferee executes and delivers a counterpart of the signature page to this Agreement (or the appropriate assumption agreement) and any other agreements, documents or instruments as the Company may reasonably require. In the event of a Public Offering, this Section 7.01 shall be null and void and any such Transfer of any Membership Interest shall be in accordance with applicable securities laws.
(ii) With respect to any Transfer in compliance with the requirements of this Section 7.01, each Transferee of Units in the Company shall have all of the rights, and shall be subject to the satisfaction restrictions and obligations, of its Transferor hereunder to the extent specified in the agreements or instruments between the parties (provided such Transfer of Units shall not relieve the Transferor of such Units of its obligations under this Agreement arising prior to the date of such Transfer unless all of the non-Transferring Members execute a release with respect to such obligations of the Transferor) and shall succeed to the Transferred portion of the Transferor’s Units and shall be admitted as a Member. If a Transferor has Transferred all of its Units in the Company pursuant to this Article VII and the Transferee is admitted as a Member, immediately following such admission, such Transferor shall cease to be a Member.
(iii) The Company and each non-Transferor Member shall reasonably cooperate with a Member proposing to Transfer its Units, including providing information regarding the Company and its Subsidiaries and their assets and operations to the Transferor and potential acquirors and financing sources for such acquisition (subject to Section 8.03) and assisting in obtaining all required consents or approvals of any Governmental Entity in connection with such Transfer and making officers and other personnel involved in the management and oversight of the Company’s and its Subsidiaries’ assets and operations available on reasonable notice to meet with potential acquirors and financing sources; provided, however, that such cooperation shall not require the Company and any non-Transferring Member to make any expenditures in connection with such cooperation and the Transferor shall reimburse the Company and all non-Transferring Members for any out of pocket costs incurred in performing actions pursuant to this Section 7.01(a)(iii) at the request of the Transferor.
(iv) Unless and until a Transferee is admitted as a Member pursuant to this Article VII, such Transferee shall not have any rights of a Member or of a holder of Units, other than the right to receive distributions and allocations in accordance with Article V, but shall be subject to the obligations of a Member and shall be bound by the provisions of Sections 7.01, 7.03, 7.04, 7.05, [7.06], 8.03, 8.04 and Article XII as though such Transferee were a Member.
(v) Notwithstanding anything in this Agreement to the contrary, other than with respect to an Approved Exit, no Transfer of any Membership Interest shall be permitted to any competitor of the Company in writing, substantially in the form of Exhibit A-1, that upstream oil and gas industry without the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff prior written consent of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesBoard.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld)consent, and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares Warrant or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either Company with (i) evidence an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 1 contract
Samples: Warrant Agreement (Grove Collaborative Holdings, Inc.)
Restrictions on Transfers. Subject to Section 5(bSection5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares Warrant or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant, Warrant to the same extent as if the transferee were the original Holder hereunder, and
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(ii) (A) such Holder shall have given prior written notice to the Company of such HolderXxxxxx’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and optionexpense, either with (i) evidence an opinion of counsel, reasonably satisfactory to the Company Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Appears in 1 contract
Samples: Warrant Agreement (TrueCar, Inc.)
Restrictions on Transfers. Subject (a) Except as provided in this Article VIII, no Member shall Transfer all or any part of its Units or any right pertaining thereto, including the right to Section 5(b), this Warrant may not be transferred vote or assigned in whole consent on any matter or in part to receive distributions or advances from the Company pursuant thereto without the Company’s prior written consent approval of the Board in its sole discretion. Any such Transfer, either directly or indirectly, or issuance of Equity Securities by a Member or a Permitted Transferee, with the purpose or effect of circumventing (which as determined in good faith by the Manager) the foregoing restriction, shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the Shares or the common stock issuable upon the conversion of the Shares (the “Securities”) must be in compliance with the provisions of this Agreement, and shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio.
(b) It shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article VIII that:
(i) the Transferor shall have provided to the Company prior written notice of such Transfer at least ten (10) Business Days in advance of such Transfer;
(ii) the Transferee, in the case of a Transfer of Units, shall agree in writing to be bound by this Agreement and the terms of any Award Agreements to which such Units are subject and shall have executed and delivered an Addendum Agreement in the form attached thereto;
(iii) the Transfer shall comply with all applicable federal and federal, state or foreign laws, including securities laws. The Holder agrees ;
(iv) the Transfer will not subject the Company to make any saleregistration or reporting requirements of the Investment Company Act of 1940, assignmentas amended;
(v) the Transfer shall not impose any material liability or reporting obligation on the Company, transferany Member (other than the Transferor or the Transferee) or the Manager in any jurisdiction, pledge whether domestic or foreign, or result in the Company, any Member or the Manager becoming subject to the jurisdiction of any court or governmental entity anywhere, other disposition than the states, courts and governmental entities in which the Company or the Manager is then subject to such liability, reporting obligation or jurisdiction;
(vi) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall satisfy one or more safe harbor provisions of Treasury Regulations Section 1.7704-1 including Sections 1.7704-1(e), (f), (g), (h) and (j), relating to “publicly traded partnerships”;
(vii) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall not cause a Dissolution Event or, unless the Manager determines it to be immaterial, a termination of the Company pursuant to Section 708 of the Code;
(viii) the Transfer shall not cause all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit assets of the Company to take constitute “plan assets” under United States Employee Retirement Income Security Act of 1974, as amended, or the Code; and
(ix) upon the request of the Manager, any Member undertaking a Transfer of such Units pursuant to this Article VIII shall have delivered an opinion of counsel, in form and hold substance reasonably satisfactory to the Manager that such Securities subject to, Transfer complies with the conditions set forth clauses (i) through (viii) of this Section 8.01(b). The Manager may also request officer certificates and representations and warranties from the Transferee and Transferor as to be bound by, the terms and conditions matters set forth in this Warrant, Section 8.01(b) and such other factual matters as the Manager may reasonably request.
(c) Notwithstanding anything to the same extent as if contrary contained in Section 8.01 (other than the transferee were provisions of Section 8.01(b), which shall be applicable in any event), any Transfer by any Member of (x) all or any of such Member’s Class A Units to a spouse, lineal ancestor, lineal descendant, legally adopted child, brother or sister of such Member, (y) all or any portion of such Member’s Units to a lineal descendant or legally adopted child of a brother or sister of any Person described in the original Holder hereunder, and
immediately preceding clause (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or
(iix) (Aany Person described in the immediately preceding clause (x) or (y), a “Family Member”) or to a trust or other entity whose sole and exclusive beneficiaries are such Holder shall have given prior written notice to the Company Member and/or Family Members of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description Member, or (z) not more than twenty percent (20%) of the manner and circumstances Class A Units issued to such Member to another Member, provided that, in the case of the proposed dispositionclauses (x), (By) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Companyz), such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will Transfers would not result in a recommendation violation of applicable law, including U.S. federal or state securities laws and such Transferee executes and delivers to the Company an Addendum Agreement in a form then agreed to by the staff Manager, (each such Transfer described in clause (x), (y) or (z) a “Permitted Transfer” and each such Person receiving Class A Units pursuant to such Permitted Transfer, a “Permitted Transferee”) shall be permitted at any time without prior approval of the Securities and Exchange Commission that action be taken with respect theretoManager.
(d) Notwithstanding anything to the contrary contained in this Agreement, whereupon upon the consummation of any Transfer of Units permitted pursuant to this Article VIII, if such Holder Transferor owes any amount pursuant to any Management Loan, then until such time as all outstanding amounts under such Management Loan have been repaid in full, the Company shall be entitled to transfer such Securities in accordance with the terms direct payment of the notice delivered by the Holder applicable consideration received pursuant to such Transfer first to the Company. It repayment of such Management Loan, or, to the extent such consideration is agreed that received by such Transferor, such Transferor shall pay such amounts to the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstancesor Holdco (as applicable) as lender under such Management Loan.
Appears in 1 contract
Samples: Limited Liability Company Agreement (MBOW Four Star, L.L.C.)
