Transfer Restrictions and Procedures Sample Clauses

Transfer Restrictions and Procedures. (a) Unless the Members unanimously agree otherwise, prior to completion of the SOW and fulfillment of the Company's obligations to GPUI under the Performance Agreement, neither Member may sell, assign, transfer, pledge, encumber or in any other manner dispose of all or any portion of the interest in the Company which it owns except by operation of law. Any such sale, assignment, transfer, pledge, encumbrance or other disposition, including any attempt thereat, shall be null and void.
Sample 1Sample 2
AutoNDA by SimpleDocs
Transfer Restrictions and Procedures. Each of the Members agrees that it will not Transfer all or any part of its Membership Interest, except as provided in Article VIII, Article IX or Section 7.2, and except that any Member may Transfer all or any part of its Membership Interest to any Affiliate thereof (so long as such Member directly and beneficially owns at least 50% (on a fully diluted basis) of the issued and outstanding equity securities or other equity interests of such Affiliate); provided that (i) notice of such Transfer is given by the Member making such Transfer to all other Members, (ii) any such Affiliate to whom any Membership Interest is to be transferred pursuant to such Transfer enters into an agreement with all other Members, reasonably satisfactory in form and substance as to such other Members, pursuant to which such Affiliate agrees to be bound by all the terms and provisions of this LLC Agreement and (iii) any such Affiliate to whom any Membership Interest is so transferred pursuant to such Transfer shall be deemed to be subject to the same provisions of this LLC Agreement as the Member making the transfer. Any purported Transfer in violation of this Section 7.1 shall be null and void.
Sample 1
Transfer Restrictions and Procedures. Section 11.1.1 of the Existing Lease is hereby deleted in its entirety and replaced with the following: “Rationale. Lessee represents that it is entering into this Lease for the purpose of the redevelopment of the Premises in accordance with the DDA and not for speculation in land holding. Lessee further recognizes that, in view of the importance of the redevelopment of the Premises to the general welfare of the community, the qualifications and identity of Lessee, and its respective principals and personnel, are of particular concern to Authority. Among such qualifications are the financial resources of The Related Companies, L.P., a New York limited partnership (“Related”) and CORE (USA) GRAND AVENUE LLC, a Delaware limited liability company (“CORE LA”) and the reputation and experience of Related and its principals and personnel in the development of world class projects. Lessee represents and warrants to Authority that, as of the date hereof and subject to Lessee’s Transfer rights under this Lease, CORE LA and Related Grand Avenue, L.L.C. (“Related Grand Avenue”), which is wholly owned by Related, are Lessee’s sole members. It is because of such qualifications and identity that Authority is entering into this Lease and the DDA. Therefore, no voluntary or involuntary successor-in-interest of Lessee shall acquire any rights or powers under this Lease or in the Premises except as specifically set forth herein.”
Sample 1
Transfer Restrictions and Procedures. Except as otherwise provided in Section 9.3 or Section 4.21, each of Smitx xxx Schlumberger agrees that it will not and will cause its respective subsidiaries not to, directly or indirectly, sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of its direct or indirect ownership interest in any of the Venture Entities, except to the other in accordance with the following procedures:
Sample 1
Transfer Restrictions and Procedures. (a) Each Series 1996-2 Certificate shall be issued as a Definitive Certificate, provided that Class A Certificates and Class B Certificates offered or sold pursuant to Regulation S will be represented initially by two separate Regulation S Temporary Book-Entry Certificates (each a "Series 1996-2 Regulation S Temporary Book-Entry Certificate"). The Series 1996-2 Regulation S Temporary Book-Entry Certificates shall be exchanged on the later of (i) 40 days after the later of (A) the Closing Date and (B) the completion of the distribution of the Series 1996-2 Certificates, as certified by the initial purchasers of such Certificates and (ii) the date on which the requisite certifications are due to and provided to the Trustee (the later of clauses (i) and (ii) is referred to as the "Series 1996-2 Exchange Date") for permanent Book-Entry Certificates (the "Series 1996-2 Unrestricted Book-Entry Certificates," and together with the Series 1996-2 Regulation S Temporary Book-Entry Certificates, the "Series 1996-2 Regulation S Book-Entry Certificates"). The Series 1996-2 Regulation S Temporary Book-Entry Certificates shall be issued in registered form, without coupons, and deposited upon the order of Transferor with the Trustee as custodian for, and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), for credit to the account of the depositaries for Euroclear and Cedel, which depositaries shall, on behalf of Euroclear and Cedel, hold the interests on behalf of Member Organizations, which have rights in respect of the Series 1996-2 Certificates credited to their securities accounts with Euroclear or Cedel from time to time. DTC shall be the Clearing Agency for the Series 1996-2 Certificates.
Sample 1
Transfer Restrictions and Procedures. Each Holder acknowledges and agrees that no sales of the Registrable Securities may be made under the Registration Statement and that the Registrable Securities are not transferable on the books of Onyx unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Transfer Notice for Sales Pursuant to Registration Statement: (a) in the form of Appendix II hereto; (b) executed by an officer of, or other authorized person designated by, the Holder; and (c) to the effect that (i) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws, (ii) the Registrable Securities have been sold in compliance with any restrictions on transfer under this Agreement and the Purchase Agreement and (ii) the requirement of delivering a current prospectus has been satisfied.
Sample 1
Transfer Restrictions and Procedures. Each of the Partners agrees that it will not, directly or indirectly (through the sale, transfer, pledge, hypothecation, or other disposition of any capital stock of any subsidiary then owning any Partnership Interest as permitted by subparagraph (iv) of this Section 6.1(a) or otherwise), sell, transfer, pledge, hypothecate, or otherwise dispose of all or any part of its Partnership Interest, without the prior written consent of the other Partner, which consent may be given or withheld in the sole discretion of such other Partner. Each of the Partners further agrees that it will not, directly or indirectly (through the sale, transfer, pledge, hypothecation, or other disposition of any capital stock of any subsidiary then owning any Partnership Interest as permitted by subparagraph (iv) of this Section 6.1(a) or otherwise), sell or otherwise dispose of all or any part of its Partnership Interest, except in accordance with the following procedures:
Sample 1
AutoNDA by SimpleDocs
Transfer Restrictions and Procedures. 5.1 Not withstanding anything to the contrary herein, each Holder agrees that, prior to the Outside Termination Date, such Holder shall not Transfer more than the Permitted Resale Amount of the Underlying Shares in any one-week period.
Sample 1

Related to Transfer Restrictions and Procedures

  • Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

  • Transfer Restriction No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

  • Securities Law Transfer Restrictions By taking and holding this Warrant, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant have been registered under the Securities Act or any applicable state securities or blue sky law (collectively, "Securities Laws"); (ii) agrees not to sell, transfer or otherwise dispose of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and (b) accepts by written instrument reasonably acceptable to the Company each of the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities Laws.

  • General Transfer Restrictions The right of any Holder to Transfer any Shares held by it is subject to the restrictions set forth below.

  • Transfer Restrictions; Legends Such Investor hereby acknowledges that the sale of the Securities hereunder have not been reviewed by the SEC nor any state regulatory authority since the transactions contemplated hereunder are intended to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. Such Investor understands that the Securities are “restricted securities” as such term is defined in Rule 144 under the Securities Act and have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available. Such Investor hereby consents to the placement of a legend on any certificate or other document evidencing the Securities (including, when issued, the Warrant Shares), that such securities have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. Such Investor is aware that each certificate representing the Securities will be endorsed with the following legend until the earlier of (1) in the case of the Shares and Warrant Shares, such date as the Shares or Warrant Shares, as the case may be, have been registered for resale by the Investor or (2) the date the Shares, the Warrants or the Warrant Shares, as the case may be, are eligible for sale under Rule 144 under the Securities Act: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

  • Stock Transfer Restrictions UTEK acknowledges that the MTKN Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

  • Restrictions on Transfer; Restrictive Legends Except as otherwise permitted by this Section 2, each Warrant shall (and each Warrant issued upon direct or indirect transfer or in substitution for any Warrant pursuant to Section 1.6 or Section 4 herein shall) be stamped or otherwise imprinted with a legend in substantially the following form: THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS. Except as otherwise permitted by this Section 2, each stock certificate for Warrant Shares issued upon the exercise of any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE (THE "SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND (II) UPON RECEIPT BY THE CORPORATION OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE WITH THE ACT AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. Notwithstanding the foregoing, the Warrantholder may require the Company to issue a Warrant or a stock certificate for Warrant Shares, in each case without a legend, if either (i) such Warrant or such Warrant Shares, as the case may be, have been registered for resale under the Securities Act, or (ii) the Warrantholder has delivered to the Company an opinion of legal counsel, which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company's counsel, to the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may be.

  • Minimum Transfer Restriction Any Transferring Partner must Transfer not less than the lesser of (i) five hundred (500) Partnership Units or (ii) all of the remaining Partnership Units owned by such Transferring Partner, without, in each case, the Consent of the General Partner; provided, however, that, for purposes of determining compliance with the foregoing restriction, all Partnership Units owned by Affiliates of a Limited Partner shall be considered to be owned by such Limited Partner.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!