Common use of Transfers Prohibited Clause in Contracts

Transfers Prohibited. Except for “Permitted Transfers” that Section 13.6 expressly permits, Tenant shall not, without the prior written consent of Landlord (which consent Landlord shall not unreasonably withhold, condition, or delay), either (1) assign, transfer, or encumber this Lease or any estate or interest in this Lease, whether directly or by operation of law, and whether voluntarily or involuntarily, (2) enter into any merger, consolidation, spin-off, split-off, or other reorganization of any nature whatsoever, or contribute or distribute any material portion of the assets and/or liabilities of Tenant (any event described by this clause (2) is an “Entity Reorganization”), (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of more than 50% of the ownership interests in Tenant, (4) sublet all or any portion of the Premises, (5) grant any license, concession, or other right of any nature to possess, use and/or otherwise occupy in any manner all or any portion of the Premises, or (6) permit the possession, use, or other occupancy of all or any portion the Premises by any person other than Tenant. Any event described in clauses (1), (2) and (3) of the preceding sentence is an “Assignment”; any of the events described in clauses (4), (5) and (6) is a “Sublease”; and any event that is either an Assignment or a Sublease is also a “Transfer”. Any Transfer other than a Permitted Transfer that Tenant enters into or permits to occur without obtaining Landlord’s express prior written consent is a “Prohibited Transfer”. Any Prohibited Transfer shall automatically be null and void, shall in no manner whatsoever release or excuse Tenant from any of its obligations or liabilities to Landlord under this Lease, and shall constitute a non-curable default by Tenant under this Lease. If any Prohibited Transfer occurs, Landlord shall be entitled to exercise any and all remedies available under this Lease, at law, in equity, or otherwise. In addition, in the event any Prohibited Transfer occurs, Landlord may, at any time whatsoever, regardless of when Landlord actually becomes aware of the occurrence or possible occurrence of a Prohibited Transfer, regardless of any claim or argument that Landlord has orally consented to a Prohibited Transfer or has otherwise waived its right to terminate under this Sentence, and regardless of whether Landlord has knowingly accepted rent from any occupant under a Sublease, elect to terminate this Lease effective upon delivering a written notice of termination to Tenant, and Tenant shall have 20 days after receipt of such termination notice to vacate and surrender possession of the Premises to Landlord, leaving the Premises in the condition this Lease requires them to be in on the scheduled expiration of the Term. Tenant acknowledges that Landlord has specifically conditioned its willingness to enter into this Lease upon obtaining the right to terminate this Lease the event of any Prohibited Transfer as provided in the preceding sentence, and Tenant hereby specifically waives any and all defenses, arguments or claims of any nature whatsoever that Landlord is not entitled to terminate this Lease in accordance with the preceding sentence in the event Tenant does not obtain Landlord’s express prior written consent to any Transfer other than a Permitted Transfer.

Transfers Prohibited. Except No Member may sell, transfer, assign or otherwise encumber or permit or suffer any encumbrance of all or any part of its interest in Company (any such transaction hereinafter referred to as a “Transfer”), except: (a) a Transfer that is approved by Supermajority Board Action, (b) a Transfer by either UCH or Adeptus to one of its Affiliates (which Affiliate must be fully able to perform hereunder to the same extent and with the same security as the original Member, and must agree in writing fully to perform hereunder), or (c) a Transfer by Adeptus to UCH or by UCH to Adeptus. In addition, no Transfer of any interest in Company (i) may be made that would require the prior approval of any regulatory agency, unless such approval has been duly obtained, or (ii) shall be effective unless and until the transferee agrees in writing to be bound by this Agreement. Any attempt to effect a Transfer in violation of this Article VI shall be void. Notwithstanding anything to the contrary in this Agreement (a) under this Article VI and Section 11.12 of this Agreement: (i) the Company and UCH acknowledge that Adeptus has obligations (including, without limitation, any covenants or other provisions) under that certain Credit Agreement (as amended, restated, amended and restated, modified and/or supplemented from time to time, the “Credit Agreement”), dated October 31, 2013, by and among First Choice ER, LLC, as borrower, Adeptus Health LLC, Fifth Street Finance Corp., as administrative agent and L/C arranger (the “Administrative Agent”), and certain subsidiaries and lenders (the “Lenders”) party thereto (provided that such obligations shall not include any requirement to enter into any Loan Documents or otherwise to guaranty the “Obligations” (as defined in the Credit Agreement) thereunder) and agrees not to require that neither Adeptus nor the Company to take any action that would cause Adeptus to breach such obligations, and (ii) the pledge by Adeptus of any equity interest in the Company under and pursuant to the Credit Agreement and the other “Loan Documents” (as defined in the Credit Agreement) for “Permitted Transfers” that the benefit of the Administrative Agent and the lenders thereunder and the enforcements of such pledge by the Administrative Agent or any assignee or transferee shall, in each case, be permitted hereunder, (b) the Administrative Agent and Lenders and their respective successors and assigns are intended third party beneficiaries of, and shall be entitled to enforce the provisions of, this sentence and (c) this Section 13.6 expressly permits6.01 shall not be amended, Tenant shall notsupplemented, amended and restated or otherwise modified or waived without the prior written consent of Landlord (which consent Landlord shall not unreasonably withhold, condition, or delay), either (1) assign, transfer, or encumber this Lease or any estate or interest in this Lease, whether directly or by operation of law, and whether voluntarily or involuntarily, (2) enter into any merger, consolidation, spin-off, split-off, or other reorganization of any nature whatsoever, or contribute or distribute any material portion of the assets and/or liabilities of Tenant (any event described by this clause (2) is an “Entity Reorganization”), (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of more than 50% of the ownership interests in Tenant, (4) sublet all or any portion of the Premises, (5) grant any license, concession, or other right of any nature to possess, use and/or otherwise occupy in any manner all or any portion of the Premises, or (6) permit the possession, use, or other occupancy of all or any portion the Premises by any person other than Tenant. Any event described in clauses (1), (2) and (3) of the preceding sentence is an “Assignment”; any of the events described in clauses (4), (5) and (6) is a “Sublease”; and any event that is either an Assignment or a Sublease is also a “Transfer”. Any Transfer other than a Permitted Transfer that Tenant enters into or permits to occur without obtaining Landlord’s express prior written consent is a “Prohibited Transfer”. Any Prohibited Transfer shall automatically be null and void, shall in no manner whatsoever release or excuse Tenant from any of its obligations or liabilities to Landlord under this Lease, and shall constitute a non-curable default by Tenant under this Lease. If any Prohibited Transfer occurs, Landlord shall be entitled to exercise any and all remedies available under this Lease, at law, in equity, or otherwise. In addition, in the event any Prohibited Transfer occurs, Landlord may, at any time whatsoever, regardless of when Landlord actually becomes aware of the occurrence or possible occurrence of a Prohibited Transfer, regardless of any claim or argument that Landlord has orally consented to a Prohibited Transfer or has otherwise waived its right to terminate under this Sentence, and regardless of whether Landlord has knowingly accepted rent from any occupant under a Sublease, elect to terminate this Lease effective upon delivering a written notice of termination to Tenant, and Tenant shall have 20 days after receipt of such termination notice to vacate and surrender possession of the Premises to Landlord, leaving the Premises in the condition this Lease requires them to be in on the scheduled expiration of the Term. Tenant acknowledges that Landlord has specifically conditioned its willingness to enter into this Lease upon obtaining the right to terminate this Lease the event of any Prohibited Transfer as provided in the preceding sentence, and Tenant hereby specifically waives any and all defenses, arguments or claims of any nature whatsoever that Landlord is not entitled to terminate this Lease in accordance with the preceding sentence in the event Tenant does not obtain Landlord’s express prior written consent to any Transfer other than a Permitted TransferAdministrative Agent.

Transfers Prohibited. Except for “Permitted Transfers” that Section 13.6 expressly permitsDavid Barlow, Tenant shall notcurrently the Company's CEO ("Barlow"), without the prior written consent of Landlord (which consent Landlord shall not unreasonably withholdsell, conditionxxxxxx, xxxnsfer, exchange, give, devise, pxxxxx, hypothecate, encumber or otherwise alienate or dispose of any shares of capital stock of the Company (the "Shares") owned by him, or delay), either (1) assign, transfer, or encumber this Lease or any estate right or interest in this Leasetherein, whether directly or by operation of law, and whether voluntarily or involuntarily, (2) enter into by operation of law or otherwise, except in accordance with this Agreement. Notwithstanding the foregoing or Section 3.2 below, Barlow may transfer any merger, consolidation, spin-off, split-off, or other reorganization of any nature whatsoever, or contribute or distribute any material portion all of the assets and/or liabilities Shares (i) to his spouse or chixxxxx or to a trust or partnership established for the benefit of Tenant (any event described by this clause (2) is an “Entity Reorganization”)him, his spouse, his ex-spouse or his children, (3ii) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of more than 50% of the ownership interests in Tenant, (4) sublet all or any portion of the Premises, (5) grant any license, concession, or other right of any nature to possess, use and/or otherwise occupy in any manner all or any portion of the Premisesby will, or (6iii) permit to his Affiliates, provided that such Shares shall remain subject to this Agreement and such permitted transferee shall, as a condition to such transfer, deliver to the possessionCompany a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement. Except to the extent otherwise required by applicable law, useany transfer of title of any interest in any of the Shares upon default, foreclosure, forfeit, or other occupancy otherwise than by a voluntary decision on the part of all or any portion the Premises by any person Barlow, other than Tenant. Any event described in clauses any transfer upon death (1each, other than any tranxxxx xpon death, an "Involuntary Transfer"), shall be void unless Barlow complies with this Article III and enables the Investors to exxxxxxx in full their rights hereunder. Upon any Involuntary Transfer, the Investors shall have the right to purchase such Shares pursuant to this Article III and the Person to whom such Shares have been transferred (2the "Involuntary Transferee") shall have the obligation to sell such Shares in accordance with this Article III. Upon the Involuntary Transfer of any Shares, Barlow shall promptly (but in no event later than ten (10) days after xxxx Involuntary Transfer) furnish written notice to the Company and the Investors indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. The Investors shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (3but not less than all) of the preceding sentence is an “Assignment”; any of Shares acquired by the events described Involuntary Transferee for a purchase price per share equal to the fair market value per Share as determined in clauses (4), (5) good faith by the Board and (6) is a “Sublease”; and any event that is either an Assignment or a Sublease is also a “Transfer”. Any Transfer other than a Permitted Transfer that Tenant enters into or permits to occur without obtaining Landlord’s express prior written consent is a “Prohibited Transfer”. Any Prohibited Transfer shall automatically be null and void, shall in no manner whatsoever release or excuse Tenant from any of its obligations or liabilities to Landlord under this Lease, and shall constitute a non-curable default by Tenant under this Lease. If any Prohibited Transfer occurs, Landlord shall be entitled to exercise any and all remedies available under this Lease, at law, in equity, or otherwise. In addition, in the event any Prohibited Transfer occurs, Landlord may, at any time whatsoever, regardless of when Landlord actually becomes aware of the occurrence or possible occurrence of a Prohibited Transfer, regardless of any claim or argument that Landlord has orally consented to a Prohibited Transfer or has otherwise waived its right to terminate under this Sentence, and regardless of whether Landlord has knowingly accepted rent from any occupant under a Sublease, elect to terminate this Lease effective upon delivering a written notice of termination to Tenant, and Tenant shall have 20 days after receipt of such termination notice to vacate and surrender possession of the Premises to Landlord, leaving the Premises in the condition this Lease requires them to be in on the scheduled expiration of the Term. Tenant acknowledges that Landlord has specifically conditioned its willingness to enter into this Lease upon obtaining the right to terminate this Lease the event of any Prohibited Transfer as provided in the preceding sentence, and Tenant hereby specifically waives any and all defenses, arguments or claims of any nature whatsoever that Landlord is not entitled to terminate this Lease in accordance with the preceding sentence provisions of Section 3.2 below. The number of Shares which each Investor shall have the right to purchase shall be determined in the event Tenant does not obtain Landlord’s express prior written consent same manner as set forth below in Section 3.2 with respect to any Transfer other than a Permitted Transferthe exercise of the Investors' right of first refusal.