General Restriction on Transfers. Unless such action is permitted by the provisions of this Article VIII, Mezzanine Borrower shall not, and shall not permit Mortgage Borrower or any other Person holding any direct or indirect ownership interest in Mortgage Borrower, Senior Mezzanine Borrower, Mezzanine Borrower, any Junior Mezzanine Borrower, any Guarantor, Master Lessee or the Property to, except with the prior written consent of Mezzanine Lender and, if a Securitization has occurred, delivery of a Rating Agency Confirmation, (i) Transfer all or any part of the Property, or (ii) except for (A) the security interests granted in connection with the Loan, Senior Mezzanine Loan or Junior Mezzanine Loans, and (B) the Revolving/Term Credit Facility Lien granted under Revolving/Term Credit Facility (which shall be solely a pledge, hypothecation, encumbrance or granting of a security interest in or lien on the direct interest in Master Lessee as security for the Revolving/Term Credit Facility), and in each case the enforcement thereof, permit any Transfer (directly or indirectly) of any interest in Mortgage Borrower, Senior Mezzanine Borrower, Mezzanine Borrower or any Junior Mezzanine Borrower, or (iii) except for the Revolving/Term Credit Facility Lien granted under Revolving/Term Credit Facility and the enforcement thereof, permit any Transfer (directly or indirectly) of any interest in any Guarantor or Master Lessee. For avoidance of doubt, the foregoing shall not prohibit (i) the Master Lessee from granting a Lien to Mortgage Borrower on portions of the Excluded Personal Property, subject to the Assigned Landlord Lien, or (ii) the Mortgage Borrower, Master Lessee or any Tenant under any Individual Property Sublease or Sublease permitted under Section 8.8.2 from entering into any Permitted Encumbrance.
General Restriction on Transfers. 9.1. The Shareholders agree and undertake that, except as may be agreed between them pursuant to the provisions of clause 9.8, no Transfer of any of their Shares or Shareholder Loans may be made or registered (or purport to be made or registered) at any time after the date hereof, save as provided for in this clause 9 and subject always to compliance with the Transfer Terms.
General Restriction on Transfers. Unless such action is permitted by the provisions of this Article VIII, Mezzanine Borrower shall not, and shall not permit Mortgage Borrower or any other Person holding any direct or indirect ownership interest in Mortgage Borrower, Mezzanine Borrower, any Junior Mezzanine Borrower, any Guarantor, Master Lessee, any SPE Entity or the Property to, except with the prior written consent of Mezzanine Lender and, if a Securitization has occurred, delivery of a Rating Agency Confirmation, (i) Transfer all or any part of the Property, or (ii) except in connection with the Loan, Junior Mezzanine Loans or the Revolving/Term Credit Facility, permit any Transfer (directly or indirectly) of any interest in Mortgage Borrower, Mezzanine Borrower, any Junior Mezzanine Borrower, any Guarantor, Master Lessee or any SPE Entity. For avoidance of doubt, the foregoing shall not prohibit (i) the Master Lessee from granting a Lien to Mortgage Borrower on portions of the Excluded Personal Property, subject to the Assigned Landlord Lien, or (ii) the Mortgage Borrower, Master Lessee or any Tenant under any Individual Property Sublease or Sublease permitted under Section 8.8.2 from entering into any Permitted Encumbrance.
General Restriction on Transfers. Subject to the provisions of Section 9.2 hereof no Member may directly or indirectly through the transfer of interest in controlled affiliates or otherwise, sell, convey, assign, transfer, pledge, grant a security interest in or otherwise dispose of in whole or in part (each, a "Transfer") its Company Interest without the express written consent of the other Member; provided, however, that a Member may assign its Company Interest to an affiliate (a "Permitted Transferee") without the consent of the other Member if such Permitted Transferee agrees to be bound by all of the provisions of this Agreement. Any Transfer or purported Transfer in violation of this Agreement shall be null and void.
General Restriction on Transfers. Except as set forth in Section 9.2, CDC and ST. XXXX mutually covenant and agree not to sell, assign (by operation of law or otherwise), pledge, encumber, or otherwise transfer title or rights to, any of the Shares, preemptive rights to new Shares or securities redeemable into Shares held by or allotted to them (any of such events referred to herein as a "Transfer"), or to take any action leading to or likely to result in any such Transfer; provided, that this shall not be construed as prohibiting a general charge or pledge created upon the whole or the major portion of the assets of CDC or ST. XXXX.
General Restriction on Transfers. Except to the extent otherwise explicitly provided in this Section 12 or Section 17.1, no Investor shall Transfer (or create or suffer to exist any Encumbrance against) all or any portion of that Investor’s Interest, except with the advance approval of all Investors. Such approval may specify the rights and obligations the transferee shall have, including whether the proposed transferee is to be admitted as a full substituted Investor. The grant or denial of an Investor’s approval for a proposed Transfer or Encumbrance may be made in such Investor’s sole and absolute discretion.
General Restriction on Transfers. Except as otherwise expressly provided in this Agreement, no Member may Transfer (as hereinafter defined), whether voluntarily or involuntarily, any portion of such Member’s Membership Units without the prior written consent of all of the other Members. For purposes of this Agreement, a “Transfer” includes, but is not limited to, any voluntary or involuntary sale, assignment, gift, exchange, hypothecation, collateral assignment, pledge, transfer or subjection to any security interest.
General Restriction on Transfers. No Member shall Transfer any or all of his Interest without the consent of a Majority-in-Interest.
General Restriction on Transfers. Except to the extent otherwise provided in this Section 13, no JV Investor shall Transfer (or create or suffer to exist any Encumbrance against) all or any portion of that JV Investor’s Interest, except with the advance approval of all JV Investors. Such approval may specify the rights and obligations the transferee shall have, including whether the proposed transferee is to be admitted as a full substituted JV Investor. The grant or denial of a JV Investor’s approval for a proposed Transfer or Encumbrance may be made in such JV Investor’s sole and absolute discretion.
General Restriction on Transfers. Except as specifically permitted or required in this Plan, the Nominee shall not Transfer any Plan Securities held by it, and no Participant shall Transfer such Participant's beneficial interest in any Plan Securities held by the Nominee as agent for and on behalf of such Participant. Any purported Transfer in violation of this Section shall be invalid and void and shall not be registered in the books of the Corporation or otherwise recognized by Celestica, the Corporation, the Nominee or Onex for any purpose.
