Common use of Transfers by Investors Clause in Contracts

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. 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, Borrowers 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 any Borrower or such Feeder Fund under the applicable Partnership Agreement Constituent Documents 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)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 by the applicable General PartnerBorrower; 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 GroupInvestor, 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 non-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. No Borrower nor any 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 Borrowers and any Feeder Fund, as applicable, Fund shall notify the Administrative Agent Bank of any Transfer by any Included Investor or Designated Investor therein of all or a portion of any interest in such any Borrower or such the applicable 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 Bank in its sole and absolute discretion), and shall, promptly upon receipt thereof, deliver to the Administrative Agent Bank 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 Bank 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 GroupInvestor, 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 Bank or Lenders, subject to compliance with Section 9.5(b).

Transfers by Investors. No Borrower nor Feeder Fund shall permit any Transfer by an Included a Borrowing Base Investor or Designated Investor therein unless explicitly permitted pursuant to this Section 9.5. The applicable Borrower or the applicable Feeder Fund, as applicable, Borrowers shall notify the Administrative Agent of any Transfer by any Included Borrowing Base Investor or Designated Investor therein of all or a portion of any interest in such any Borrower or such Feeder Fund under the applicable Partnership Agreement Constituent Documents 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)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 by the applicable General PartnerBorrower; 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, Specified Investor or Designated Investor in the applicable Fund GroupInvestor, as applicable, 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 a Borrowing Base 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 a Borrowing Base 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 non-Borrowing Base 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. No transfer of any interest in a Borrower nor Feeder Fund by any Borrowing Base Investor to any other Person shall permit any Transfer by an Included be permitted without the consent of the Administrative Agent if, after giving effect to such transfer (and the exclusion of such Borrowing Base Investor from the Borrowing Base), a mandatory prepayment would result. If such consent is required, or Designated if the Borrowers desire to include the transferee Investor therein unless explicitly permitted pursuant to this Section 9.5. The be included as a Borrowing Base Investor, then the applicable Borrower or the applicable Feeder Fund, as applicable, shall notify the Administrative Agent of any Transfer by any Included Borrowing Base Investor or Designated Investor therein of all or a portion of any interest in such any Borrower or such Feeder Fund under the applicable Partnership Agreement Constituent Documents 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)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 Borrowing Base Investor by 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)Borrower. In order for a new Investor to be deemed to be an Included Investor or Designated Investor in the applicable Fund Groupa Borrowing Base Investor, such new Investor must obtain the consent of the Administrative Agent and 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 a Borrowing Base 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 No 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 unless (i) such transferee is not on any OFAC list; and (ii) such Transfer will not result in any Borrower being in violation of the Administrative Agent or Lenders, subject to compliance with Section 9.5(b)9.14.

Transfers by Investors. No Borrower nor Feeder Fund The Credit Parties shall not permit any Transfer by an Included Investor or Designated Investor therein of any interest (including any Subscribed Interest) in a Fund Party unless explicitly permitted pursuant to this Section 9.5. The applicable Borrower or the applicable Feeder Fund, as applicable, Credit Parties shall notify the Administrative Agent of any such Transfer by any Included Investor or Designated Investor therein of all or a portion of any interest Subscribed Interest in such Borrower or such Feeder any Fund Party under the applicable Partnership Agreement Constituent Document 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)) 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 by by, the applicable Borrower or 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)as applicable. In order for a new Investor to be deemed to be an Included Investor or a Designated Investor in the applicable Fund GroupInvestor, such new Investor must satisfy the criteria therefor as set out in this Credit Agreement. If the transfer of an Investor interest a Subscribed 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 a 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 4.54.6. Subject to compliance with the preceding sentence and Section 9.5(b9.5(c), any assignment by an Included Investor or Designated Investor in the applicable Fund Group shall be permitted. Any transfer of any interest Subscribed Interest in any Borrower or any Feeder Fund Party by any Investor that is not an non-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(b9.5(c). Notwithstanding the foregoing no consent shall be required if the Transfer by any affiliated Investor is (a) made to (i) an Affiliate of such affiliated Investor or (ii) a family-related entity or trust established by such affiliated Investor and (b) otherwise complies with this Section 9.5(a).

Transfers by Investors. No Borrower nor Feeder Fund shall permit any Transfer by an Included Investor or Designated Investor therein unless explicitly permitted pursuant Other than with respect to this Section 9.5. The applicable Borrower or a Specified Transfer, the applicable Feeder Fund, as applicable, Company shall notify the Administrative Agent of any Transfer withdrawal, redemption or transfer by any Included Investor or Designated Investor therein of all or a portion of any interest its Equity Interest in such Borrower or such Feeder Fund under the applicable Partnership Agreement Company and/or Capital Commitment at least five (5) Business Days before the proposed Transfer (or such shorter period as may be agreed to by the Administrative Agent in its sole and absolute but reasonable discretion)) before the proposed withdrawal, redemption or 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 by, the Company (subject to redaction of Subscription Agreements, Side Letters and/or assignment agreements for individual Investors disclosed to and agreed to by the applicable General PartnerAdministrative Agent); provided thatthat any withdrawal, subject redemption or transfer by the Specified Investor with respect 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 its unfunded Capital Commitment in accordance with this Section 10.28 shall require the following sentence until consent of the Administrative Agent has recovered in its sole discretion. If any withdrawal or redemption or a transfer by any Investor of all or a portion of the related transfer documents). In order for a new Investor to be deemed to be an Included Investor or Designated Investor its Equity Interest 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 Company and/or Capital Commitment to a new Investor would result in a mandatory prepayment by the applicable Fund Group pursuant to Section 3.5(b) 6.2.2 (due to the transferee not being designated as an Included Investor or Designated Investor therein contributing to the Borrowing Base in the same manner or otherwise), such mandatory prepayment shall be calculated and paid to the Lenders prior to the effectiveness of the transfer such withdrawal, redemption or transfer, and such prepayment shall be subject to Section 4.58.4. Subject to compliance with Notwithstanding the preceding sentence foregoing, and Section 9.5(b)exclusive of any Specified Transfer, any assignment the Company shall not permit the withdrawal, redemption or transfer by an Included the Specified Investor of all or Designated Investor a portion of its Equity Interest 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 Company without the prior written consent of the Administrative Agent or Lenders, subject to compliance with Section 9.5(b)Agent.

Transfers by Investors. No Borrower nor Feeder Fund (a) The Investors may transfer or assign all or any part of its respective interest in or under this Participation Agreement, the other Operative Documents or the Certificates without the prior written consent of Lessee; provided, that, without the prior written consent of Lessee, no Investor shall permit transfer any Transfer such interest to any Person whose principal business is the discovery, development, manufacture or sale of biotechnology or pharmaceutical products or services. On or prior to such transfer, the assignee (if not already an Investor) shall deliver to Lessee, Lessor, Conduit and Administrative Agent any certificate in respect of withholding taxes required under Section 9.3. Administrative Agent shall notify Lessee of any such transfer or assignment promptly upon the issuance of new Investor Certificates evidencing such transfer or assignment, if applicable. As a condition to any such transfer, the transferor and transferee shall deliver to Lessee, Lessor and each Agent an Assignment and Acceptance, in substantially the form of Exhibit C hereto, executed by an Included the assignee or transferee. (b) In the event that Lessee shall have exercised the Purchase Option in accordance with Section 5.1(a) or (d) of the Lease with respect to both Properties or shall have elected to purchase both Properties pursuant to Section 5.1.2(ii) of the Construction Agency Agreement, Lessee may elect, upon delivery of written notice to each Investor, to purchase from the Investors on the Purchase Date all but not less than all of the outstanding Investor or Designated Certificates for a price equal to the aggregate Investor therein unless explicitly permitted Amounts then outstanding plus all Yield and other additional amounts then owing to the Investors under the Operative Documents (it being understood that any such purchase price shall be paid directly to the Investors and shall be deducted from any amounts payable by Lessee under Section 5.1(a) of the Lease in connection with its exercise of the Purchase Option with respect to both Properties) In the event that Lessee shall elect to purchase the Investor Certificates pursuant to this Section 9.5. The applicable Borrower 8.1.1(b), then (i) Lessee shall have the right to designate another Person as the purchaser of the Investor Certificates, provided, that Lessee may not convey the option to purchase the Investor Certificates itself and may not delegate its obligations in respect of the payment of the purchase price therefore, and (ii) each Investor shall convey its Investor Certificates without any representations or the applicable Feeder Fundwarranties, as applicableexcept specifically, shall notify the Administrative Agent of any Transfer by any Included a representation and warranty that (A) such Investor or Designated has authority to transfer such Investor therein Certificates and (B) such Investor Certificates are free and clear of all or a portion of any interest in Liens attributable to 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)Investor.