Limitation on Transfers. No Transfer may be made under this Section 12.2 unless the Seller has received a bona fide written offer (the “Purchase Offer”) from a Person (the “Purchaser”) to purchase, directly or indirectly, the Offered Units for a purchase price (the “Offer Price”) denominated and payable in United States dollars at closing or according to specified terms, with or without interest, which offer shall be in writing signed by the Purchaser and shall be irrevocable for a period ending no sooner than the Business Day following the end of the Offer Period, as hereinafter defined.
Limitation on Transfers. (a) Notwithstanding any other provision of this Master Indenture, any Note for which an Opinion of Counsel has not been rendered to the Issuer, in form and substance reasonably satisfactory to the Issuer, to the effect that such Note will be characterized as debt for United States federal income tax purposes (a “Subject Note”) and any Class E Certificate (together with the Subject Notes, the “Subject Securities”) shall be subject to the limitations of this Section 2.17(a). The Issuer and each Holder of a Subject Security agrees (and each Applicable Person by virtue of acquiring a beneficial interest in a Subject Security (or by virtue of agreeing to act as an agent, representative or intermediary of or with respect to the holder of such a beneficial interest) is deemed to agree) that no Subject Securities may be transferred, and no transfer (or purported transfer) of all or any part of a Subject Security (or any direct or indirect beneficial interest therein) (a “Transferred Security”) whether to the Initial Holder, another Holder or to a Person that is not a Holder (any of these, a “Transferee”) shall be effective, and to the greatest extent permitted under Applicable Law any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Holder of a Subject Security (or a holder of any direct or indirect beneficial interest therein), unless: (i) (A) either (I) the Transferee (or, if the Transferee is a disregarded entity for U.S. federal income tax purposes, the sole owner of the Transferee) is not and will not become for U.S. federal income tax purposes a partnership, Subchapter S corporation or grantor trust (each such entity, a “flow-through entity”) or (II) if the Transferee (or, if the Transferee is a disregarded entity for U.S. federal income tax purposes, the sole owner of the Transferee) is or becomes a flow-through entity, then either (x) none of the direct or indirect beneficial owners of any of the interests in the Transferee have or ever will have all or substantially all the value of its interest in the Transferee attributable to the interest of the Transferee in any Transferred Security, any other Subject Securities, other interest (direct or indirect) in the Issuer, or any interest created under this Master Indenture or (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Transferee in any Transferred Security to permit any partnership to satisfy the one ...
Limitation on Transfers. No Shareholder shall sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of, or suffer to exist (whether by operation of law or otherwise) any Encumbrance on, any Shares or any right, title or interest therein or thereto (each, a “Transfer”), except as expressly permitted by this Section 6. Any attempt to Transfer any Shares in violation of the preceding sentence shall be null and void ab initio, and the Company shall not register any such Transfer.
Limitation on Transfers. An employee may accept only two transfers in a contract year excluding summer program positions.
Limitation on Transfers. Except as provided in this Section 8.01, neither Member may Transfer, directly or indirectly, all or any part of its Membership Interest, including a Transfer of any economic or non-economic right to which such Membership Interest is entitled under this Agreement (whether voluntarily, involuntarily or by operation of law), unless approved by the Board. The Transferee of a Transfer of all or any part of a Membership Interest approved by the Board shall furnish to the Board such documentation as may be required pursuant to Section 8.06 and shall be admitted to the Company as a Member subject to Sections 8.03 and 8.06. For the avoidance of doubt, the restrictions of this Article 8 shall not apply and no consent of the Board shall ever be required for Transfers, at any time, of ownership interests in Discovery Ultimate Parent or Hasbro Ultimate Parent, it being understood that any such Transfer is subject to termination rights pursuant to Section 15.01(i) or (j), as the case may be, if the Transfer results in the occurrence of a Change of Control Transaction.
(a) Notwithstanding the foregoing restrictions of this Section 8.01, subject to Sections 8.03 and 8.06, the following Transfers of all or a portion of a Member’s Membership Interest to the following Transferees (each, a “Permitted Transferee”) shall be permitted and shall not require the consent of the Board:
(1) A Transfer of all or any portion of a Member’s Membership Interest to any Wholly-Owned Affiliate of such Member, upon written notice to the other Member and the Company, which notice shall state the name and address of the Wholly-Owned Affiliate to whom such Transfer is made and the name(s) of the Persons owning interests in such Wholly-Owned Affiliate (it being understood that any subsequent Transfer of ownership interests in such Wholly-Owned Affiliate shall be subject to this Section 8.01); or
(2) Subject to Section 8.01(a)(3), Transfers by Discovery or Hasbro in one or more transactions of no more than an aggregate of twenty percent (20%) of the Membership Interest held by Discovery or Hasbro, as the case may be, on the Formation Date, or the equivalent thereof through the sale of equity in any direct or indirect holding company, provided that (i) the Transferor Member shall use commercially reasonable efforts to structure such Transfer as an indirect Transfer through the use of a holding company or similar arrangement, (ii) such Transferee shall in any event not be admitted as a Member hereu...
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Limitation on Transfers. Except for transfers permitted under Sections 7.1.1 and 7.1.2, no Member shall be permitted to Transfer all or any portion of its Interest during the pendency of a Buy-Sell procedure pursuant to Section 11.1, or during the period following the issuance of a Forced Sale Notice and prior to the earlier of (x) an Election by the Receiving Member to permit the sale to a third party pursuant to Section 11.2(c)(i) or (y) the Closing of the acquisition by the Receiving Member pursuant to Section 11.2(c)(ii) except in any event pursuant to a Buy-Sell or a Forced Sale procedure, as applicable.
Limitation on Transfers. For security reasons, Navigant may limit the frequency and dollar amount of Bill Pay transactions from Member’s Payment Account.
Limitation on Transfers. No transfer may be made under this Section 10.9 unless the Seller has received a bona fide offer (the "PURCHASE OFFER") from a third party (the "PURCHASER") to purchase the Offered Interest for a purchase price (the "OFFER PRICE") denominated and payable in United States dollars at closing or according to specified terms, with or without interest, which offer shall be in writing signed by the Purchaser and shall be irrevocable for a period ending no sooner than the day following the end of the Offer Period, as hereinafter defined.
Limitation on Transfers. Bargaining unit members shall be limited to two (2) intra-divisional and two (2) office wide transfers through job postings within a twelve (12) month period. However, members shall be limited to no more than a total of three (3) transfers within twelve (12) months.
