Approval of Transfers. Buyer hereby acknowledges and agrees that it has approved all of the Transfers of Equity Interests identified on Exhibit A attached hereto and incorporated herein by reference (the “Information Chart”), which Transfers involve the Equity Interests held by each Transferor identified in the Information Chart; the consummation of such Transfers shall not constitute a default under the Repurchase Agreement.
Approval of Transfers. In the event that any Transfer otherwise permitted by this Article III requires any consent or approval of the Company and/or the Stockholders under applicable law, this Agreement or otherwise, each of the Stockholders hereby agrees to promptly approve any such Transfer and to vote all of its Company Capital Stock in favor of any such Transfer. In addition to the foregoing, the parties acknowledge and agree that CVC may from time to time Transfer shares of Company Capital Stock to Société Générale as fiduciary for employee(s), directors and/or advisory board members of the Company or its Affiliates, and the Company and the Stockholders hereby approve any such Transfer of shares; provided, that no Transfer of shares may be made pursuant to this sentence of this Section 3.04 if it would cause the aggregate number of shares held by Société Générale as fiduciary for the Managers (including such employee(s), directors and/or advisory board members) to exceed 10.0% of the number of shares of Company Capital Stock; provided, further, that (i) any employee in respect of whom CVC proposes to Transfer shares to Société Générale as fiduciary pursuant to this Section 3.04 shall execute a Joinder Agreement – Manager prior to such Transfer, whereupon such employee shall be deemed a “Manager” and shall have the same rights and be bound by the same obligations as the Managers hereunder, and Société Générale, as fiduciary for such Person, shall have the same rights and be bound by the same obligations, in that capacity, as it has as fiduciary for the Managers hereunder, and (ii) any other Person to whom CVC proposes to Transfer shares (or in respect of whom the Company proposes to Transfer shares to Société Générale as fiduciary) pursuant to this Section 3.04 shall execute a Joinder Agreement – Stockholder prior to such Transfer, whereupon such Person shall be deemed a “Stockholder” and shall have the same rights and be bound by the same obligations as the Stockholders hereunder.
Approval of Transfers. On or before Completion, the Sellers must ensure that a meeting of the directors of the Company is convened and approves, or a circulating resolution of the directors is passed which approves (in either case subject to and with effect from Completion occurring), the registration of the Buyer as the holder of the Sale Shares in its register of shareholders, subject only to receipt of the executed share transfers referred to in clause 3 of this Schedule 4 and to payment of any Duty on the transfer of the Sale Shares.
Approval of Transfers. Each holder of Shares agrees to vote all the Shares held by such holder in any shareholder vote pursuant to Article 11, paragraph 1 of the Articles of Association to permit any Approved Transfer and to disallow any Transfer which is not an Approved Transfer.
Approval of Transfers. Subject to Clause 6.7, the Vendors shall ensure that a meeting of the directors of each Company is held, or resolutions are otherwise duly passed, on or before the Completion Date at which the directors resolve:
Approval of Transfers. Notwithstanding anything to the contrary in any Transaction Document, no Noteholder may transfer all or any part of any Note without the written consent of the Company (such consent not to be unreasonably withheld, it being understood that the Company may withhold consent if the proposed transferee is a competitor of the Company), except that no such consent shall be required (1) if an Event of Default shall have occurred and be continuing, or (2) for a transfer to (A) an Affiliate of the transferor Noteholder or (B) a partner or other equity holder of such Noteholder in connection with a distribution of assets by such Noteholder. If a Noteholder makes a written request to the Company to consent to a transfer of all or a portion of any Note to a transferee identified in the request, the Company shall be deemed to have consented to such transfer unless it gives written notice of objection to the transferor Noteholder within five business days after the request is made.
Approval of Transfers. The Vendor shall ensure that a meeting of the directors of the Company is held on or before Completion at which the directors resolve:
Approval of Transfers. In respect of any transfer of Shares contemplated by or referred to in this Agreement, the Corporation agrees to approve all such transfers, and if for any reason the Board fails to approve such transfers, then, and without more, the powers of the directors in respect of the approval of that transfer are hereby restricted and abrogated and the authority to approve any and all such transfers of Shares shall vest in the Shareholders. All Shareholders hereby agree to approve any and all of such transfers and to execute any documents or assurances that may be required to do so.
