Certain Other Transfers. In addition to any other transfer permitted pursuant to this Section 10.6, any Purchaser may assign, pledge and/or grant a security interest in, all or any portion of its Notes, the other Obligations owed by or to such Purchaser, and its Notes to secure obligations of such Purchaser including to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank; provided, that no Purchaser, as between Company and such Purchaser, shall be relieved of any of its obligations hereunder as a result of any such transfer and pledge, and provided further, that in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Purchaser” or be entitled to require the transferring Purchaser to take or omit to take any action hereunder.
Certain Other Transfers. After the Initial Public Offering, each Registration Rights Stockholder (the “Initiating Transferor”) shall notify the Coordination Committee (or, after the expiration of the term described in Section 4.5, the other Registration Rights Stockholders) when it plans to Transfer any or all of its Shares pursuant to (a) a block sale to a financial institution or (b) a private transfer pursuant to Section 3.1.5 of the Stockholder Agreement.
Certain Other Transfers. In addition to any other transfer permitted pursuant to this Section 10.6, but subject to the restrictions referred to in the legend therein and applicable securities laws, any Purchaser may assign, pledge and/or grant a security interest in, all or any portion of its Notes, the other Obligations owed by or to such Purchaser, and its Notes, to secure obligations of such Purchaser including to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank; provided, that no Purchaser, as between Company and such Purchaser, shall be relieved of any of its obligations hereunder as a result of any such transfer and pledge, and provided further, that in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Purchaser” or be entitled to require the transferring Purchaser to take or omit to take any action hereunder.
Certain Other Transfers. Each holder of Registrable Securities (the “Initiating Transferor”) shall notify the Principal Investor Groups (or, after the expiration of the term described in Section 9(h), the other holders of Registrable Securities) when it plans to Transfer any or all of its Registrable Securities pursuant to (i) a block sale to a financial institution (other than pursuant to a Registration Statement), (ii) a private transfer pursuant to Section 2.1.4 of the Investors Agreement, or (iii) a transfer pursuant to Section 2.6 of the Investors Agreement.
Certain Other Transfers. Notwithstanding anything to the contrary in this Article XXIV (including Section 24.1.10), but subject to the provisions of Section 24.1.8 above, and without limiting Lessee’s rights under the other provisions of this Article XXIV, any Transfer resulting from (a)(i) any sale, transfer, distribution or other disposition of all or a controlling interest in the outstanding capital stock, partnership, membership or other interests (whether equity or otherwise) of Brookdale (whether or not such Transfer results in Brookdale’s stock becoming privately owned) or a sale or transfer of all or substantially all of the assets of Brookdale, in each case directly or indirectly or through one or more step transactions or tiered transactions, or (ii) a merger, consolidation, stock exchange or other business combination to which Brookdale is a party, and (b) any Restructuring Transaction (including, without limitation, any transfer of Brookdale’s management and operations (and related assets) in accordance with the definition of Restructuring Transaction to any entity (which entity may or may not be, in Brookdale’s discretion, an Affiliate of Brookdale) that will enter into a management arrangement, sublease or similar agreement with Brookdale or its Affiliates (such entity, a “Restructured Manager”)) or Permitted Affiliate Transaction (in each case) implemented in connection with (and on or about the effective date of) a Transfer permitted under clause (a) of this Section 24.1.11 (any such transaction or series of related transactions described in clause (a) above and, if applicable, clause (b) above, a “Permitted Transaction”), and any agreement to enter into a Permitted Transaction, shall be permitted under this Article XXIV without Lessor’s consent, and the provisions of Section 24.1.2 shall not apply (i.e., there shall not be any Transfer Consideration payable), and (except as provided below in this Section 24.1.11) no additional guaranty shall be required, in connection with or related to such Permitted Transaction, in each case so long as each of the following conditions is met:
Certain Other Transfers. Notwithstanding anything to the contrary in this Article XXIV (including Section 24.1.10), but subject to the provisions of Section 24.1.8 above, so long as Brookdale has other material assets other than its interest (whether direct or indirect) in this Lease, the Facilities and any other leases of facilities between Lessor or an Affiliate of Lessor and Brookdale or an Affiliate of Brookdale, Lessor shall consent to any Transfer resulting from (a) a sale, transfer, distribution or other disposition of all or substantially all of the outstanding capital stock of Brookdale or a sale or transfer of all or substantially all of the assets of Brookdale, in each case directly or indirectly or through one or more step transactions or tiered transactions or (b) a merger, consolidation, stock exchange or other business combination to which Brookdale is a party, and the provisions of Section 24.1.2.2 shall not apply (i.e., there shall not be any Transfer Consideration payable) in connection with or related to such Transfer, so long as each of the following conditions is met:
Certain Other Transfers. Notwithstanding anything to the contrary in this Article XXIV (including Section 24.1.10), but subject to the provisions of Section 24.1.8 above, so long as Emeritus has other material assets other than its interest (whether direct or indirect) in this Lease, the Facilities and any other leases of facilities between Lessor or an Affiliate of Lessor and Emeritus or an Affiliate of Emeritus, Lessor shall consent to any Transfer resulting from (a) a sale, transfer, distribution or other disposition of all or substantially all of the outstanding capital stock of Emeritus or a sale or transfer of all or substantially all of the assets of Emeritus, directly or indirectly or through one or more step transactions or tiered transactions or (b) a merger, consolidation or stock exchange to which Emeritus is a party, and the provisions of Section 24.1.2.2 shall not apply (i.e., there shall not be any Transfer Consideration payable) in connection with or related to such Transfer, so long as each of the following conditions is met:
Certain Other Transfers. On or prior to the Transfer Date, Amtech ----------------------- shall (and shall cause each of the Remaining Amtech Subsidiaries to) transfer to ASC the benefit of all obligations of any of the Employees in favor of Amtech or such Remaining Amtech Subsidiary under any agreements, including without limitation invention assignment, noncompetition/nonsolicitation, dispute resolution agreements, and the noncompetition, nonsolicitation, and the dispute resolution provisions of any stock option agreements, between such Employee and Amtech or such Remaining Amtech Subsidiary.
Certain Other Transfers. Notwithstanding anything to the contrary in this Article XXIV, but subject to the provisions of Section 24.1.8 above, so long as Emeritus has other significant assets other than its interest (whether direct or indirect) in this Lease, the Facilities and any other leases of facilities between Lessor or an Affiliate of Lessor and Emeritus or an Affiliate of Lessee, Lessor shall consent to any Transfer resulting from (a) a sale or transfer of all or substantially all of the outstanding capital stock of Emeritus or a sale or transfer of all or substantially all of the assets of Emeritus, in each case to a single purchaser or transferee in a single transaction or (b) a merger, consolidation or stock exchange to which Emeritus is a party, and the provisions of Section 24.1.2.2 (i.e., payment of Transfer Consideration) shall not apply to such Transfer, so long as each of the following conditions is met:
Certain Other Transfers. Notwithstanding any other provision of this Agreement, each Management Holder shall be permitted to Transfer by means of gift or bequest shares of Common Stock to members of the Immediate Family of such Management Holder ("FAMILY TRANSFEREE"), provided that (i) any such Family Transferee shall agree to be bound by the terms of this Agreement applicable to the shares of Common Stock so transferred and (ii) the terms of any such transfer shall provide that any actions required or permitted to be taken hereunder (including the delivery of notices) with respect to the shares so transferred shall be permitted to be taken only by the transferor, as agent for the transferee, and (iii) no such Transfer shall relieve any such Management Holder of any obligations under this Agreement with respect to any shares so transferred.
