Transfer of a Limited Sample Clauses

Transfer of a Limited. Partner's Interest; Substitution. (a) Except as provided herein, no Limited Partner may Transfer all or any part of its Interest, except with the General Partner's prior Consent. Notwithstanding the foregoing and subject to Sections 6.1(b) and 6.5, (i) at any time, Rainbow Partner or any Affiliate of Rainbow Partner may Transfer all or any part of its Interest without the General Partner's Consent and (ii) after the earliest of (A) the third anniversary of the Initial Closing Date, (B) the date of any Put Obligation Breach (provided, that ITT Partner's right to Transfer all or any part its Interest pursuant to this clause (B) shall terminate upon the cure of such Put Obligation Breach), (C) the occurrence of any Acceleration Event (provided, that ITT Partner's right to Transfer all or any part its Interest pursuant to this clause (C) shall terminate upon the waiver or cure of such Acceleration Event), or (D) the date of any Put Obligation Failure (provided, that ITT Partner's right to Transfer all or any part its Interest pursuant to this clause (D) shall terminate upon the cure of such Put Obligation Failure), all or any part of ITT Partner's Interest may be transferred without the General Partner's Consent. Notwithstanding anything to the contrary contained in this Agreement and subject to Section 6.1(b), (I) all or any part of ITT Partner's Interest may be transferred at any time to ITT or any Permitted ITT Transferee without the Consent of the General Partner and without compliance with Section 6.5; provided that if such Transfer is a direct transfer of an Interest that such Transferee agrees in writing to be bound by all of the provisions of this Agreement and the Transfer Agreement and upon such Transfer, the Transferee will be deemed to be ITT Partner for all purposes of this Agreement, (II) no Consent of the General Partner shall be required for any Transfer of a Limited Partner Interest by ITT Partner pursuant to Sections 2.03, 2.04, 2.08, 2.09 or 2.10 of the Transfer Agreement, and (III) ITT Partner may Transfer all or any part of its Interest without the Consent of the General Partner and without compliance with Section 6.5 from and after any time that (x) Cablevision shall cease to Control Rainbow and (y) a person that is not an Affiliate of Cablevision does Control Rainbow, other than any changes in Control that occur after a public offering of the equity securities of Rainbow or a spin-off (or similar transaction or series of related transact...
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Related to Transfer of a Limited

  • Transfer of Agreement 9.1 Unless with the prior consent from the Pledgee, the Pledgor has no right to grant or transfer any of his rights and obligations hereunder.

  • Transfer of Units 10.3.1 Units may be transferred only in the manner described in Article 9.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement.

  • Transfer of Stock Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

  • Transfer of Rights The rights to cause the Company to register Registrable Securities granted pursuant to the provisions hereof may be transferred or assigned by any Holder to a transferee or assignee; provided; however, that the transferee or assignee of such rights assumes the obligations of such transferor or assignor, as the case may be, hereunder.

  • Transfer of Shares Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

  • Transfer of Equity Interest Upon each exercise of the Option under this Agreement:

  • Transfer of Note Each provision of this Note shall be and ---------------- remain in full force and effect notwithstanding any negotiation or transfer hereof and any interest herein to any other Holder or participant.

  • Transfer of Option Other than as expressly permitted by the provisions of Section 7.1(f) of the Plan, the Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee.

  • Transfer of Notes (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

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