Affiliate Transferees Sample Clauses

Affiliate Transferees. For purposes of this Section 6.4, “Affiliate Transferee” means the recipient of an Excluded Warrant from a Warrant Purchaser or HGV (an “Excluded Warrant Transferor”) (a) as a gift to such Excluded Warrant Transferor’s immediate family or to a trust, the beneficiary of which is a member of such Excluded Warrant Transferor’s immediate family, an affiliate of such persons or to a charitable organization; (b) to the Company’s officers or directors, any affiliate or family member of any Company officers or directors or any member or affiliate of Hydra Management, LLC and ▇▇▇▇▇▇▇▇ ▇▇▇▇ Capital Partners LLC (collectively, the “Sponsors” and each a “Sponsor”) or HGV or fund or account managed or advised by ▇▇ ▇▇▇▇ Capital Management LLC; (c) by virtue of the laws of descent and distribution upon death of such Excluded Warrant Transferor; (d) pursuant to a qualified domestic relations order; and (e) by virtue of, with respect to the Sponsors or affiliates of the Sponsors, the laws of the state of Delaware or a Sponsor’s or a Sponsor’s affiliate’s limited liability company operating agreement upon dissolution of such person and with respect to HGV, the laws of the Cayman Islands or HGV’s memorandum and articles of association upon dissolution of HGV.

Affiliate Transferees. To the extent the Preferred Stockholders transfer any shares of their Preferred Stock pursuant to Section 4.E. of the Amended and Restated Shareholder Agreement dated as of the date hereof (the "Shareholders Agreement") by and among High Speed Access Corp., the holders of the Common Shares of the Company listed on Schedule I attached thereto, and the holders of the Preferred Shares of the Company listed on Schedule II attached thereto, such resulting transferees receiving, holding or owning such Preferred Stock shall receive, hold, own and vote such Preferred Stock subject to the terms and conditions of this Agreement and such transferee shall become a signatory hereto by executing a conformed counterpart of this Agreement. Except as provided in Section 1.E hereof, if such transferee attempts to further transfer such shares of Preferred Stock, the subsequent transferee, if not also an Affiliate of the original transferring Preferred Stockholder, shall not be considered an Affiliate for the purposes of Sections 1.D and 1.E specifically, and this Agreement in general.

Affiliate Transferees. Notwithstanding anything to the contrary in this Article 7, but subject to Sections 7.4, 7.6 and 7.7. (but not subject to Sections 7.3 and 7.5), Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord’s consent, to any partnership, corporation or other entity which controls, is controlled by, or is under common control with Tenant or Tenant’s parent (control being defined for such purposes as ownership of at least 50% of the equity interests in, or the power to direct the management of, the relevant entity) or to any partnership, corporation or other entity resulting from a merger or consolidation with Tenant or Tenant’s parent, or to any person or entity which acquires substantially all the assets of Tenant as a going concern (collectively, an “Affiliate”), provided that (i) Landlord receives prior written notice of an assignment or subletting, if possible, and if not possible then Landlord received notice of the assignment or subletting as soon as reasonably practicable after the date thereof, (ii) the Affiliate’s net worth is not less than Tenant’s net worth immediately prior to the assignment or subletting, (iii) the proposed transfer is not entered into as a subterfuge to evade the obligations and restrictions relating to transfers set forth in this Article 7, (iv) the Affiliate assumes (in the event of an assignment) in writing all of Tenant’s obligations under this Lease, (v) Landlord receives a fully executed copy of an assignment or sublease agreement between Tenant and the Affiliate, and (vi) there has been delivered to Landlord a fully executed counterpart of Landlord’s consent to sublease form or, in the case of an assignment to an Affiliate, a form in which the Affiliate acknowledges that occupancy of the Premises by Affiliate is subject to this Lease in which the Affiliate provides waivers and releases to the same extent as provided by Tenant under this Lease. If Tenant does not promptly provide Landlord with all instruments and information required hereunder which are reasonably required to document that the proposed assignment or sublease is a transfer to an Affiliate not requiring Landlord’s consent hereunder, then Landlord may, at Landlord’s election made by written notice to Tenant, treat the transfer or notice of the assignment or sublease as a notice of intent to assign or sublet to a non-Affiliate, and all of Landlord’s rights hereunder with respect to a proposed assignment or sublease to a non-Aff...

Affiliate Transferees. Bound As a condition to any sale, assignment, transfer or other disposition by a Shareholder of its interest in any Common Shares to an Affiliate (the "Affiliate Transferee"), the Affiliate Transferee shall agree in writing to be bound, and shall be deemed to be bound, by the terms and conditions of this Agreement. In the event that a Shareholder who has a right to nominate directors pursuant to section 3.1 transfers all of its interest in the Common Shares held by it to an Affiliate Transferee, the Affiliate Transferee shall thereafter be deemed to have such right to nominate directors pursuant to section 3.1 and shall be entitled to exercise such right as if such right were originally granted to the Affiliate Transferee hereunder.