Transfers to Non-Affiliates Sample Clauses

Transfers to Non-Affiliates. Notwithstanding the foregoing, upon any transfer of this Warrant to a transferee that is not an Affiliate of the Warrantholder, this Warrant shall automatically be amended to (i) provide that such transferee shall not be entitled to pay the Aggregate Exercise Price by a Note Exercise pursuant to Section 3(d), (ii) delete Section 7(f)(ii), if the Warrant is exercisable for shares of Common Stock of the Company at the time of such transfer and (iii) become exercisable for shares of Class A Common Stock, par value $0.01 per share, of Newco, if the Warrant has become exercisable for shares of Class B Common Stock, par value $0.01 per share, of Newco pursuant to Section 4(f)(ii).
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Transfers to Non-Affiliates. Notwithstanding the foregoing, upon any transfer of this Warrant to a transferee that is not an Affiliate of the Warrantholder, this Warrant shall automatically be amended to (i) become exercisable solely for the number of shares of Class A Common Stock equal to the number of shares of Class B Common Stock for which the Warrant was exercisable prior to such transfer and (ii) provide that such transferee shall not be entitled to pay the Aggregate Exercise Price by a Media Commitment Exercise pursuant to Section 3(d)
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Transfers to Non-Affiliates. Landowner will notify NMFS and CDFW at least sixty (60) days prior to any transfer of ownership of all or a portion of the Enrolled Property to a non- Affiliate. In the event of any such transfer, the Landowner and the Party Transferee shall file a joint application to transfer the ESP pursuant to 50 C.F.R. § 222.305(a).
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Transfers to Non-Affiliates. If the Holder wishes to transfer in any manner by sale or otherwise to any Person who is not an affiliate of the Holder of this Warrant at the time of such transfer (a "Third Party Recipient") a portion of the Warrant that is exercisable for shares representing less than two percent (2%) of the Common Stock then outstanding on a fully diluted basis, the Holder shall first offer to sell such portion of the Warrant to the Company specifying the price and other terms of the offer. If the Company does not accept such offer within 30 days, the Holder may then sell that portion of this Warrant to a Third Party Recipient at no less than such price and on terms that are no more favorable than those offered to the Company.
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Transfers to Non-Affiliates. Subject to the satisfaction of the conditions set forth in this Section 9.1, the Owner Participant may make an assignment, conveyance or transfer of its interest in the trust created by the Trust Agreement to any corporation or financial institution which does not qualify as a transferee under the preceding paragraph (a); provided that (x) if and so long as no Event of Default shall have occurred and be continuing (i) such corporation or financial institution has a tangible net worth of at least $75,000,000 or (ii) such transferee entity’s obligations under the Operative Documents shall have been unconditionally guaranteed by a corporation or financial institution having a tangible net worth of at least $75,000,000 by an instrument in form and substance reasonably satisfactory to the Lessee and the Owner Trustee and (y) the provisions of Section 9.1(d) through (h) are satisfied with respect to such transfer; provided, that in no event shall (1) any transfer result in there being more than the Maximum Number of Owner Participants hereunder or (2) any of the Vehicles subject to a Lease Supplement become owned, directly or indirectly, by more than one Owner Participant through the trust created by the Trust Agreement.
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Transfers to Non-Affiliates. If the Holder wishes to transfer in any manner by sale or otherwise to any Person who is not an affiliate of the Holder of this Warrant at the time of such transfer (a “Third Party Recipient”) a portion of the Warrant that is exercisable for shares representing less than two percent (2%) of the Common Stock then outstanding on a fully diluted basis, the Holder shall first offer to sell such portion of the Warrant to the Company specifying EXECUTION COPY — December 29, 2000
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Transfers to Non-Affiliates. Subject to the satisfaction of the conditions set forth in this Section 22.2, any Lessor may make any such assignment, conveyance or transfer to any entity which does not qualify as a transferee under the preceding paragraph (a) if (x) (i) such entity has a consolidated net worth of at least $100,000,000 as at the end of its most recent fiscal year, or (ii) such transferee entity's obligations under the Operative Agreements shall have been unconditionally guaranteed by the transferor by an instrument in form and substance reasonably satisfactory to the Lessee and the Agent or (iii) such transferee entity's obligations under the Operative Agreements are unconditionally guaranteed by an instrument in form and substance reasonably satisfactory to the Required Lessors) by an entity controlling such transferee entity, if such entity would qualify as a transferee entity under clause (i) hereof and (y) the provisions of Section 22.2(d) through (i) below are satisfied with respect to such transfer.
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Related to Transfers to Non-Affiliates

  • Transfers to Affiliates Notwithstanding the provisions of Section 7.1, a Partner may, without the consent of the other Partner, Transfer all or a portion of its Interest to an Affiliate of such Partner, so long as such Affiliate is admitted to the Partnership as a Partner pursuant to Section 7.3, and provided further that such Affiliate is not a Benefit Plan Investor.

  • Transfers to QIBs The following provisions shall apply with respect to the registration of any proposed transfer of a Note constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):

  • Transfers to Non-U S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person:

  • Transfers to Permitted Transferees Prior to the transfer of Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), the Executive shall deliver to Investors a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Units transferred to such Person will continue to be Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Units in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and Investors shall not record such transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.

  • Transfers Generally Landlord may sell, assign, transfer or convey, without Tenant’s consent, the Leased Property, in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Landlord Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord, (a) Landlord shall amend the minimum capital expenditure requirements hereunder (such amendment to be limited solely to the amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Minimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or conveyance; and (b) such minimum capital expenditure requirements shall be calculated on an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) below. All Acquirers shall execute a joinder to the Intercreditor Agreement in form and substance reasonably acceptable to all parties thereto. If Landlord (including any permitted successor Landlord) shall convey the Leased Property in accordance with the terms of this Lease, other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the conveyance, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur: (i) any transfer of the Leased Property, in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord); (iii) a sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting xxxxxxxxx agrees that, in the event of a termination of such xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the xxxxxxxxx shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or otherwise) on Tenant), subject to and in accordance with all of the provisions, terms and conditions of this Lease; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with authority to bind Landlord under this Lease, or (v) a sale or transfer to an Affiliate of Landlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease, the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association may adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in connection with any transfer(s) permitted under this Article XVIII as Tenant’s “landlord”.

  • Transfers, etc (a) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change.

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Transfers by Members No holder of Units shall Transfer any interest in any Units, except Transfers (a) pursuant to and in accordance with Sections 10.02 and 10.09 or (b) approved in advance and in writing by the Manager, in the case of Transfers by any Member other than the Manager, or (c) in the case of Transfers by the Manager, to any Person who succeeds to the Manager in accordance with Section 6.04. Notwithstanding the foregoing, “Transfer” shall not include (i) an event that terminates the existence of a Member for income tax purposes (including, without limitation, a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member), but that does not terminate the existence of such Member under applicable state Law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member) or (ii) any indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in the Corporation.

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