Unpermitted Transfer definition

Unpermitted Transfer means a Transfer with respect to a Member, including a Transfer under the Other Company LLC Agreement (which, in the case of the Developer Member, includes a Change of Control with respect to itself or SUSA), that is not permitted by the terms of this Agreement or the Other Company LLC Agreement or is not otherwise consented to by the other Member.

Unpermitted Transfer means any of the following:

Unpermitted Transfer means (i) a Transfer that is not permitted pursuant to Sections 8.2, 8.3(a), 8.4(a) or 8.4(b), (ii) a Change in Control or, (iii) a Transfer which would result in creating a non-exempt prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Examples of Unpermitted Transfer in a sentence

• No such Transfer shall be effective unless and until a Compliance Certificate is so delivered, and any such purported Transfer where a Compliance Certificate is required but is not so delivered shall be deemed an Unpermitted Transfer hereunder.

• The closing of an acquisition pursuant to Sections 12.1 through 12.3 shall be held at the principal place of business of the Company on a mutually acceptable date (the "Closing Date") not later than 180 days after the Initiating Notice, in the event the Buy-Sell Option is exercised following the existence of a Major Dispute or an Unpermitted Transfer or 120 days after the Initiating Notice in any other event.

• Should NYSTRS not exercise such rights during such one (1) year period then NYSTRS shall not have the right to exercise any sale rights pursuant to Section 8.6 or buy-sell rights pursuant to Section 8.7 or Section 8.8 in connection with the particular Unpermitted Transfer in question, other than as otherwise permitted by Article VIII.

• In the event of an Unpermitted Transfer, then the other Member shall be entitled to exercise simultaneously, as its sole remedy under both this Agreement and the Other Company LLC Agreement, the Buy-Sell Option or the Marketing Right under both this Agreement and the Other Company LLC Agreement.

• Any Unpermitted Transfer which is effected without the prior written consent of Purchaser shall be void, invalid and ineffective and of no force or effect against Purchaser or Purchaser's rights hereunder and in the Property.

More Definitions of Unpermitted Transfer

Unpermitted Transfer. As defined in Section 8.1.

Unpermitted Transfer means a Transfer or Encumbrance by or with respect to a Partner that is not permitted by the terms of this Agreement and to which the non-transferring General Partners have not otherwise consented. For purposes of greater certainty, the Partners agree that any YSI Change in Control shall be an Unpermitted Transfer in all cases.

Unpermitted Transfer. As defined in Section 8.1. -------------------- "Unrecovered Capital Contribution" - Means, with respect to any Member, -------------------------------- such Member's Capital Contribution less amounts previously distributed to such Member under subsection 2.1(c) or 4.2(b).

Unpermitted Transfer means any disposition or transfer of Shares other than in accordance with the terms and conditions of this Agreement.

Unpermitted Transfer means (i) one or more transfers or attempted transfers by Borrower (or Person(s) who are part of Borrower) of all or substantially all of his or her assets made without Lender’s prior written consent and/or (ii) one or more transfers or attempted transfers (in each case, by assignment and/or delegation) by Borrower (or Person(s) who are part of Borrower) of all or any of Borrower’s rights and/or obligations arising under this Note made without Lender’s prior written consent.

Unpermitted Transfer shall include, without limitation, any of the following (or the execution or acquiescence by Owner of any agreement which would have the effect of causing or resulting in any of the following):

Unpermitted Transfer shall have the meaning set forth in Section 8.4(a).