Affiliate Transfers. (a) Subject to the provisions of Section 12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under any Collateral Agreement.
Affiliate Transfers. Notwithstanding anything to the contrary in the Sublease (as amended by this Amendment) including without limitation Article 12 thereof, a subletting by Lessee of all or a portion of the Premises to an Affiliate (as defined below) of Lessee shall not require Lessor’s consent, provided that (i) Lessee notifies Lessor of any such subletting prior to the effective date thereof and promptly supplies Lessor with any documents or information reasonably requested by Lessor regarding such subletting, and (ii) the net worth of such Affiliate is not less than reasonably required to fulfill the terms of the sublease. Any assignment of the Sublease to an Affiliate of Lessee shall be subject to all the terms and provisions of Article 12 of the Sublease (as amended by this Amendment) and shall be for not less than the entirety of the Premises under the Sublease; provided, however, Lessor’s consent to an assignment of the Sublease to an Affiliate of Lessee shall not be unreasonably withheld. The term “Affiliate” shall mean (a) any entity that is controlled by, controls or is under common control with, Lessee, (b) any entity that merges with, is acquired by, or acquires Lessee through the purchase of stock, membership or partnership interests or assets, or (c) any entity that becomes a parent, successor or Affiliate of Lessee, or is a successor of Lessee by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets, Parking. Effective as of September 1, 2010 and continuing throughout the remainder of the Term, Lessee shall have the use of 228 unreserved parking spaces. Except as hereby amended, all other terms and conditions of the Sublease will remain unchanged and in full force and effect. [Signatures contained on next pages]
Affiliate Transfers. Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 12.01:
Affiliate Transfers. In the event that Franchisee transfers the Franchise to an Affiliate, or the Control of Franchisee is transferred to an Affiliate as provided in Subsection 1.13, Franchisee shall notify the Town of the transfer at least thirty (30) days before the transfer and, at that time, describe the nature of the transaction and submit complete information describing who will have direct and indirect ownership and control of the Cable System after the transaction.
Affiliate Transfers. (a) Subject to the provisions of Section 12.02(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under any loan agreement. No Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of any applicable loan agreement with third party lenders.
Affiliate Transfers. Subject in each case to the prior written approval of the General Partner and Starwood of any proposed transferee (and any Affiliate of such transferee), any Partner may Transfer all or any portion of its Interest in the Partnership at any time to an Affiliate of such Partner, provided that such Affiliate shall remain an Affiliate of such Partner at all times that such Affiliate holds such Interest. If such Affiliate shall thereafter cease being an Affiliate of such Partner while such Affiliate holds such Interest, such cessation shall be a non-permitted Transfer. Notwithstanding anything herein to the contrary, JVP shall have the right to issue profits interests in JVP (but not in the Partnership) to its employees (or to employees of its affiliates) under the terms of its governance documents so long as (a) the Key Individuals continue to have direct or indirect control over JVP and (b) such issuance of profits interests shall not create any additional costs for the General Partner, the Partnership or Starwood (e.g., financial or tax reporting supplements), or in the event of any such additional costs, such additional costs are borne solely by JVP.
Affiliate Transfers. If any Equityholder desires to Transfer all or any portion of its Corporation Interest to a Controlled Affiliate, such Transfer shall be permitted hereunder only if the transferee executes an adoption agreement substantially in the form of EXHIBIT B.
Affiliate Transfers. If either a Duke Shareholder or a Philxxxx Xxxreholder desires to Transfer all or any portion of its Corporation Interest to an Affiliate, such Transfer shall only be permitted hereunder if the transferee (other than any transferee that is already a party to this Agreement) becomes a party to this Agreement by executing an adoption agreement in substantially the form of Exhibit A hereto.
Affiliate Transfers. 4 3.4 Right of First Refusal and Right of Co-Sale........................ 4 3.5
Affiliate Transfers. Subject to Section 5.1, any Shareholder shall have the right at any time to Transfer any or all of the Shares that it holds to any of its Affiliated Transferees; provided that the other Shareholder shall have consented to such Transfer (which consent shall not be withheld or delayed except if such other Shareholder reasonably concludes that such Transfer would be materially detrimental to its interests); provided, further, such Transfer shall be subject to the condition that in the event that, at any time after such Transfer, either the Shareholder effecting such Transfer or its Affiliated Transferee wishes to take or to permit any action that could result in such Affiliated Transferee ceasing to be an Affiliated Transferee of such transferring Shareholder, then, prior to taking or permitting such action, the transferring Shareholder or the Affiliated Transferee, shall cause the Transfer of any Shares that the Affiliated Transferee continues to hold at such time to the transferring Shareholder or to another Affiliated Transferee of such transferring Shareholder; provided, further, that no Affiliated Transferee that takes Shares pursuant to this Section 5.2 shall have the right to Transfer those Shares in any manner whatsoever other than in a further Transfer pursuant to this Section 5.2 or pursuant to a Transfer initiated by the Seller Shareholder or the Purchaser Shareholder pursuant to an Exit Option.
