Transactions Excluded Sample Clauses
The "Transactions Excluded" clause defines specific types of transactions or activities that are not covered by the main agreement. In practice, this clause lists certain deals, arrangements, or business activities that the parties agree will fall outside the scope of the contract, such as pre-existing agreements, transactions with affiliates, or activities unrelated to the subject matter of the contract. Its core function is to provide clarity and prevent disputes by explicitly stating which transactions are not governed by the agreement, thereby reducing ambiguity and managing the parties' expectations.
Transactions Excluded. Notwithstanding anything to the contrary, the direct or indirect acquisition of AMI Interests by a CRC Person pursuant to any transaction described in this Section 2.2 shall be excluded from and not subject to Section 2.1.
(a) Any acquisition of equity securities in a Person that owns or holds AMI Interests if:
(i) such equity securities constitute less than 50% of the outstanding equity securities and voting power of such Person;
(ii) following the consummation of the acquisition, the value of the AMI Interests held by such Person represent less than 10% of the value of all of the assets held by such Person; and
(iii) no CRC Person otherwise controls such Person (as the term “control” is defined in the definition of the term “Affiliate”).
(b) Any direct or indirect acquisition of AMI Interests as a result of a CRC Business Transaction in which the value of the AMI Interests included in such transaction represents less than 20% of the total consideration paid by the applicable CRC Person in such CRC Business Transaction.
Transactions Excluded. The requirement that Playa pay to EA (including any EA Affiliate possessing the lessee’s interest under the Lease) the Profit Participation Allocation pursuant to this Agreement shall expressly not apply in the event that Playa transfers the Phase I to a Playa Affiliate or a Foreclosure Owner (“Excluded Transaction”), provided that any Playa Affiliate who acquires title to Phase I shall be obligated to pay the Profit Participation Allocation to EA in accordance with the terms of this Agreement if such Playa Affiliate subsequently sells, conveys or transfers Phase I, to an Unaffiliated Third Party, specifically including a sale of Phase I, to EA or an EA Affiliate.
Transactions Excluded. The Investors’ Right of First Refusal and Right of Participation as set forth in this Agreement shall not pertain or apply to (A) any pledge of Common Stock or Common Stock Equivalents made by any Principal Stockholder that is approved by the holders of at least a majority in interest of the Preferred Stock, voting together as a single class on an as-if-converted-to-Common-Stock basis, and that creates a mere security interest, provided the pledgee shall furnish the other Stockholders with a written agreement to be bound by and comply with all provisions of this Agreement applicable to the Principal Stockholders, (B) if applicable, any sales or transfers of Common Stock or Common Stock Equivalents (x) from one Principal Stockholder to another Principal Stockholder, (y) by a Principal Stockholder, either during such Principal Stockholder’s lifetime or on death by will or intestacy, to such Principal Stockholder’s or another Principal Stockholder’s spouse, family members, or (in the case of transfer only by will or intestacy) other beneficiary, or to any custodian or trustee for the account of such Principal Stockholder or another Principal Stockholder, or such Principal Stockholder’s or another Principal Stockholder’s spouse, family members, or (in the case of transfer only by will or intestacy) other beneficiary, or to entities that are controlled, or the beneficial interests of which are owned, exclusively by such Principal Stockholder or any other Principal Stockholder, or such Principal Stockholder’s or any other Principal Stockholder’s family members, or (z) by a Principal Stockholder to any of the respective directors, officers, partners or members of such Principal Stockholder, provided that, in each case, the transferee shall receive and hold such Common Stock or Common Stock Equivalents subject to the provisions of this Agreement and shall furnish to the parties hereto a written agreement to be bound by and comply with all provisions of this Agreement applicable to such Principal Stockholder in respect of such Common Stock or Common Stock Equivalents so transferred, or (C) isolated sales of Common Stock or Common Stock Equivalents by a Principal Stockholder if the aggregate number of shares (on an as-if-converted-to-Common-Stock basis) sold in all such sales does not exceed 1% of the total number of shares of capital stock of the Company held by such Principal Stockholder (on an as-if-converted-to-Common-Stock basis) as of the date of this Agreemen...