Waiver of Transfer Restrictions. Each Pledgor and, by its acknowledgement hereto, each issuer of any of the Pledged Collateral hereby consent to the terms and conditions contained in this Agreement, to the transactions contemplated thereby and to all future amendments thereto, notwithstanding any limitations or restrictions on such transactions set forth in the governing documents of such issuer or otherwise with respect to the transfer of the Pledged Collateral. Without limiting the foregoing, each Pledgor and each issuer agree that any rights of first refusal, options to purchase or other conditions or restrictions affecting the transfer of the Pledged Collateral (each a “Transfer Restriction”) shall not be triggered by, or otherwise in any respect be applicable to, the execution and delivery of this Agreement or the exercise of Secured Party’s rights and remedies under this Agreement, as amended from time to time, and upon Secured Party’s exercise of its rights and remedies under this Agreement (as amended from time to time), Secured Party, a purchaser at a foreclosure sale of the Pledged Collateral or such party’s designee shall be immediately and automatically admitted as an owner of each applicable issuer with all ownership rights accruing to it (including, without limitation, all rights to distributions, management and voting) without the need to obtain the consent of any owner or any issuer or to provide a right of first refusal or option to purchase with the respect to the Pledged Collateral in favor of any owner, any issuer or any other Person or comply with any other Transfer Restriction, notwithstanding anything in the governing documents of such issuer, any agreement to which any Pledgor is a party with respect to the Pledged Collateral or otherwise to the contrary or in conflict thereof. To the extent necessary to give full effect to this Agreement (including right of Secured Party to be vested with all economic, voting, management and ownership rights in the Pledged Collateral following and during the continuation of an Event of Default), the applicable organizational documents for each issuer of any of the Pledge Collateral shall automatically be deemed amended as necessary.
Waiver of Transfer Restrictions. Each Obligor (in its capacity as an issuer, stockholder, member or other holder of Equity Interests) hereby waives (a) any and all transfer restrictions applicable to any Pledged Equity Interests set forth in the Organic Documents of the Person that is the issuer of such Pledged Equity Interests (the “Transfer Restrictions”), and (b) the enforceability of such Transfer Restrictions in connection with the exercise of any rights and remedies under this Agreement by any Secured Party, and upon any Secured Party’s exercise of its rights and remedies under this Agreement, such Secured Party, a purchaser at a foreclosure sale of Pledged Collateral or such party’s designee shall be immediately and automatically admitted as an owner of the Person that is the issuer of the applicable Pledged Equity Interests with all ownership rights accruing to it (including, without limitation, all rights to distributions and voting) without the need to obtain the consent of the Obligor that is the owner of such Pledged Equity Interests or to provide or comply with any restrictions on transfer with respect to Pledged Collateral in favor of such Obligor or any other Person, notwithstanding anything in the Organic Documents of the Person that is the issuer of the applicable Pledged Equity Interests, any other agreement to which such Obligor or such Person is a party with respect to Pledged Collateral or otherwise to the contrary or in conflict thereof.
Waiver of Transfer Restrictions. Each of the Selling Shareholders hereby waives and agrees to procure the waiver of any restrictions on transfer (including pre-emption rights) that it has a right to waive and which may exist in relation to the Common Stock or the Warrants held by such Selling Shareholder, whether under the articles of association of Vsource or otherwise.
Waiver of Transfer Restrictions. Notwithstanding anything to the contrary contained in the Company’s Organic Documents, the Pledgor hereby waives any requirement contained in the Company’s Organic Documents that it consent to a transfer of any Equity Interest in the Company in connection with a foreclosure on such Equity Interest under the Financing Documents.
Waiver of Transfer Restrictions. Notwithstanding anything to the contrary contained in the Holdings LLC Agreement, Pledgor hereby waives any requirement contained in the Holdings LLC Agreement that it consent to a transfer of a ownership interest in Pledged Company in connection with a foreclosure on such ownership interest under the Financing Documents.
Waiver of Transfer Restrictions. In connection with the transactions contemplated by this Agreement, the Company hereby agrees to waive compliance by the Sellers with the restrictions imposed by the LLR Purchase Agreement on the transferability of the Common Shares (less the Retained Shares), the Series B Preferred Shares, the Warrants and the Anti-Dilution Warrants.
Waiver of Transfer Restrictions. Notwithstanding anything to the contrary in the Investment Agreement, including, but not limited to, Section 5.08 thereof, the Company hereby agrees that the Blackstone Entities may Transfer the Underwritten Shares pursuant to the Public Offering and sell shares of Common Stock to the Company in the Repurchase (collectively, the “Contemplated Transfers”), and such Contemplated Transfers shall not be deemed to constitute a violation of any portion of the Investment Agreement, including, but not limited to Section 5.08 of the Investment Agreement, and the Company hereby irrevocably waives Section 5.08 of the Investment Agreement with respect to such Contemplated Transfers and acknowledges and agrees that such Contemplated Transfers shall not constitute a breach of the Investment Agreement or the Transaction Documents.
Waiver of Transfer Restrictions. Each Seller hereby waives the restrictions in Articles 8, 9 and 11 of the Partnership Agreement with respect to the assignment by all other Sellers of their Partnership Interests as provided in this Agreement and consents to such assignments.
Waiver of Transfer Restrictions. Subject to Section 5, Parent hereby permits Shareholder to transfer to each Transferee set forth on the Amended Schedule A the number of Subject Shares set forth opposite the name of such Transferee under the heading “Number of Subject Shares to be Transferred” on Amended Schedule A (the “Transfer Shares”) and accordingly Parent agrees to waive Shareholder’s compliance with the restrictions contained in the Shareholder Agreement that would otherwise prohibit such Transfers, including those restrictions contained in Section 3(a)(iii) thereof.
Waiver of Transfer Restrictions. In accordance with Section 6.09(a) of the Governance Agreement, and for the sole purpose of permitting Ciba and the Sellers to consummate the GS Sale, Hexcel hereby agrees to waive the transfer restrictions set forth in Section 4.01(a) of the Governance Agreement in connection with the GS Sale; provided, however, that such waiver shall become effective only upon (i) the closing of the GS Sale, (ii) the receipt by Hexcel of the bank consent contemplated by Section 5.2(g) of the Stock Purchase Agreement, (iii) the execution and delivery of the governance agreement in the form of Exhibit B to the Stock Purchase Agreement and (iv) the receipt by Hexcel of the resignations of all Ciba Directors (as such term is defined in the Governance Agreement) pursuant to Section 1.05 of this Agreement.
