Transfers by Investors. No Borrower nor Feeder Fund shall permit any Transfer by an Included Investor or Designated Investor therein unless explicitly permitted pursuant to this Section 9.5. The applicable Borrower or the applicable Feeder Fund, as applicable, shall notify the Administrative Agent of any Transfer by any Included Investor or Designated Investor therein of all or a portion of any interest in such Borrower or such Feeder Fund under the applicable Partnership Agreement at least five (5) Business Days before the proposed Transfer (or such shorter period as agreed to by the Administrative Agent in its sole and absolute discretion), and shall, promptly upon receipt thereof, deliver to the Administrative Agent copies of any proposed assignment agreement and other documentation delivered to, or required of such Investor by the applicable General Partner; provided that, subject to pro forma compliance with Section 3.5(b), the failure to deliver such notice shall not prohibit the Transfer of such interest (it being acknowledged and agreed that the transferee will not be an Included Investor or Designated Investor in accordance with the following sentence until the Administrative Agent has recovered all of the related transfer documents). In order for a new Investor to be deemed to be an Included Investor or Designated Investor in the applicable Fund Group, such new Investor must satisfy the criteria therefor as set out in this Credit Agreement. If the transfer of an Investor interest to a new Investor would result in a mandatory prepayment by the applicable Fund Group pursuant to Section 3.5(b) (due to the transferee not being designated as an Included Investor or Designated Investor therein or otherwise), such mandatory prepayment shall be calculated and paid to the Lenders prior to the effectiveness of the transfer and such prepayment shall be subject to Section 4.5. Subject to compliance with the preceding sentence and Section 9.5(b), any assignment by an Included Investor or Designated Investor in the applicable Fund Group shall be permitted. Any transfer of any interest in any Borrower or any Feeder Fund by any Investor that is not an Included Investor or a Designated Investor to any other Person shall be permitted without the consent of the Administrative Agent or Lenders, subject to compliance with Section 9.5(b).
Transfers by Investors. The rights of an Investor hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Shares effected in accordance with the terms of the Stockholders Agreement and this Agreement to a Permitted Transferee of such Investor. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.1 shall be effective unless the Permitted Transferee to which such assignment is being made, if not a Stockholder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Shares in respect of which such assignment is made shall continue to be deemed Shares and shall be subject to all of the provisions of this Agreement relating to Shares and that such Permitted Transferee shall be bound by, and shall be a party to, this Agreement as an Investor. A Permitted Transferee to whom rights are transferred pursuant to this Section 4.1 may not again transfer such rights to any other Permitted Transferee, other than as provided in this Section 4.1.
Transfers by Investors. An Investor may sell, exchange or transfer his Shares except as restricted by and upon compliance with all applicable laws and all of the following provisions of this Section 13.2:
(a) Shares may not be transferred to any person or entity if, as determined by the Fund, such assignment would have adverse regulatory consequences to the Fund or any Fund Property.
(b) Within 30 days after written notice of a proposed sale or assignment is received by the Fund from an Investor, the Fund may request in its sole discretion an opinion of counsel acceptable to the Fund that the proposed transfer (i) would not invalidate the exemption afforded by Section 4(2) of the Act or by Regulation D promulgated under the Act and the exemption afforded by any applicable state securities laws as to any offering of interests in the Fund and (ii) complies with the exemption afforded by Section 4(1) of the Act and qualifies for an exemption from registration under any applicable state securities laws (including any investor suitability standard applicable to the transferee or the Fund).
(c) The written approval of the Manager must be obtained, the granting or denial of which shall be within its sole and absolute discretion.
(d) The transferor and transferee must deliver a dated notice in writing signed by each, confirming that (i) the transferee accepts and agrees to comply with all the terms of this Agreement and (ii) the transfer was made in compliance with this Agreement and all applicable laws and regulations.
(e) The transferor, transferee and the Fund must execute all other certificates, instruments and documents and take all such additional action as the Fund may deem appropriate.
(f) The Fund may require as a condition to any transfer that may create a future interest that an opinion of counsel acceptable to the Fund be delivered to the Fund confirming that the proposed transfer does not have adverse effects on the Fund under the rule against perpetuities or similar provisions of law. Transfers shall be effective and recognized upon fulfillment of the requirements of clauses (a) through (f) above and the transferee shall be an Investor owning Investor Shares with the same rights as appertained to the transferor. Any purported sale or transfer consummated without first complying with this Section 13.2 shall be void.
Transfers by Investors. Any transfer of any interest in a Borrower by any Investor to any other Person shall be permitted without the consent of the Administrative Agent or Lender, subject to compliance with this Section 9.5. The Borrower shall, on a quarterly basis, substantially at the same time as the effectiveness of such Transfer, deliver to the Administrative Agent copies of any assignment agreement, Constituent Documents and other documentation delivered to the Borrower or Investment Manager; provided that (a) if any proposed Transfer in excess of five percent (5%) of the aggregate Capital Commitments occurs within any quarter or (b) after the occurrence and during the continuance of an Event of Default (at the request of the Administrative Agent), such documentation shall be provided promptly. In order for a new Investor to be deemed to be a Borrowing Base Investor, such new Investor must satisfy the criteria therefor as set out in this Credit Agreement. If the transfer of an Investor interest to a new Investor would result in a mandatory prepayment (due to the transferee not being designated as a Borrowing Base Investor or otherwise), such mandatory prepayment shall be calculated and paid to the Lenders prior to the effectiveness of the transfer and such prepayment shall be subject to Section 4.5. No Transfer of any interest in any Borrower shall be permitted unless (i) such transferee is not on any OFAC list; and (ii) such Transfer will not result in any Borrower being in violation of Section 9.14.
Transfers by Investors. The Initial Borrower will, promptly upon receipt thereof, deliver a copy to the Administrative Agent of any notice from any Investor in the Initial Borrower of such Investor’s bona fide intention to Transfer all or a portion of any interest in the Initial Borrower under its Constituent Documents, and will, promptly upon receipt thereof, deliver to the Administrative Agent copies of any assignment agreement, Subscription Agreement and other documentation delivered to, or required of such Investor by, the Initial Borrower in connection with such Transfer.
Transfers by Investors. No Credit Party shall permit any Transfer of an Investor’s equity interest or Uncalled Capital Commitment unless explicitly approved by each Lender and the Administrative Agent and otherwise permitted pursuant to this Section 9.5. The Initial Borrower shall notify the Administrative Agent of any proposed Transfer of an Investor’s equity interest in the Initial Borrower or Uncalled Capital Commitment under the applicable Constituent Document at least ten (10) Business Days before the proposed Transfer, and shall, promptly upon receipt thereof, deliver to the Administrative Agent copies of any proposed assignment agreement and other documentation delivered to, or required of such Investor or new Investor by, the applicable Managing Entity. In order for a new Investor to be deemed to be an Included Investor or Designated Investor, such new Investor must satisfy the criteria therefor as set out in this Credit Agreement. If the Transfer of an Investor interest to a new Investor would result in a mandatory prepayment pursuant to Section 3.5(b) (due to the transferee not being designated as an Included Investor or Designated Investor or otherwise), such mandatory prepayment shall be calculated and paid to the Lenders prior to the effectiveness of the Transfer and such prepayment shall be subject to Section 4.5.
Transfers by Investors. For so long as either Warrant remains outstanding, in the event of any Transfer (including to a Permitted Transferee as defined in the Bye-Laws) of Equity Securities by an Investor or one of its Affiliates (or a Transfer of 100% of the equity securities of an Investor by its Affiliates as of the date hereof to a bona fide third party that is not an Affiliate of such Investor or an investment fund under common management with such Investor or its Affiliates (and excluding any internal Transfers as between an Investor and its Affiliates or investment funds under common management, in whatever form)), the applicable Investor or such Affiliate shall promptly, and in any event no later than ten (10) business days following such Transfer, deliver written notice of such Transfer to the Company and to Viking Capital, which notice shall indicate the transferor, the transferee, the number and class or type of Equity Securities subject to the Transfer and the consideration received therefor.
Transfers by Investors. Any Investor may transfer any portion or all of its Series A Shares to an Affiliate or to another transferee subject to the following: (i) the transfer complies with all applicable state and federal securities laws and the Investor furnishes to the Company a legal opinion to that effect in a form reasonably satisfactory to the Company; (ii) the transfer does not jeopardize the Company’s characterization as a U.S. Air Carrier as a result of foreign ownership of Shares in the Company; (iii) the Board determines in good faith that ownership of Shares in the Company by the Prospective Transferee could have a detrimental effect on the business of the Company; and (iv) the transferee agrees to be bound by the terms of this Agreement and the Operating Agreement. Any Investor seeking to transfer Shares in the Company agrees to provide the Company with any information reasonably requested by the Company concerning the Prospective Transferee or the Proposed Transfer.
Transfers by Investors. (a) Subject to the provisions under Condition 3 (Transfer of Note) of the Note Instrument and paragraph
(b) below, any transfer by an Investor to any other person of its rights and obligations under the Finance Documents will not be effective unless such person agrees to be bound by this Agreement as an Investor by executing a duly completed Investor Accession Deed.
Transfers by Investors. The Credit Parties shall notify the Administrative Agent of any Transfer by any Borrowing Base Investor (other than an Initial Specified Investor) of all or a portion of its Investor Interest in a Fund at least ten (10) Business Days ) or such shorter period agreed to by the Administrative Agent in its sole discretion) before the proposed Transfer, and shall, promptly upon receipt thereof, deliver to the Administrative Agent copies of any proposed assignment/transfer documentation. In order for a new Investor to be deemed to be a Borrowing Base Investor, such new Investor must satisfy the criteria therefor as set out in this Credit Agreement. If the Transfer of an interest in such Fund to a new Investor would result in a mandatory prepayment pursuant to Section 3.5(b) (due to the transferee not being designated as a Borrowing Base Investor or otherwise), such mandatory prepayment shall be calculated and paid to the Administrative Agent, on behalf of the Lenders, prior to the effectiveness of the Transfer and such prepayment shall be subject to Section 4.6. Subject to compliance with the preceding sentence and Section 9.5(b), any assignment by a Borrowing Base Investor shall be permitted. With respect to any Transfer by an Initial Specified Investor, such Transfer shall be permitted provided that the any such Transfer complies with the terms of its relevant Investor Letter. Within five (5) Business Days of execution thereof, to the extent not otherwise provided, the Credit Parties shall promptly provide the Administrative Agent with copies of any transfer documentation with respect to any such Transfer.
