Indirect Transfer Clause Samples
The Indirect Transfer clause governs situations where ownership or control of a party’s interest in an agreement is transferred not directly, but through changes in the ownership of a parent or related entity. This clause typically applies when a party undergoes a merger, acquisition, or internal restructuring that results in a change of control, even if the agreement itself is not formally assigned. Its core function is to prevent parties from circumventing restrictions on assignment or transfer by using indirect means, thereby ensuring that all significant changes in control are disclosed and subject to the same scrutiny as direct transfers.
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Indirect Transfer. The Parties hereby agree that any type of indirect Transfer of Shares, such as, without limitation, those performed in connection with a merger (including merger of shares), spin-off, amalgamation or sale of parent companies shall be considered as a Transfer subject to the restrictions set forth in this Article 6, Article 7 and Article 8 herein, except as otherwise provided for in this Agreement.
Indirect Transfer. No Indirect Transfer in respect of a Class A Member shall occur, and no Class A Member shall cause or permit such an Indirect Transfer to occur in respect of such Class A Member, without the prior written consent of the Class B Member. If, any such Indirect Transfer occurs with respect to any Class A Member in violation of this Section 3.7 and such Indirect Transfer has not, to the reasonable satisfaction of the Class B Member been cured or reversed or has not otherwise ceased to exist within ten (10) days following the earlier to occur of (i) the applicable Class A Member becoming aware of the occurrence of such Indirect Transfer or (ii) notice of such Indirect Transfer being provided to such Class A Member by the Company or the Class B Member, then such Class A Member shall, effective as of the occurrence of such Indirect Transfer, constitute a “Breaching Class A Member” for purposes of this Agreement. In consideration for the benefits provided to each Class A Member through its ownership of the Class A Units owned by it and its rights under this Agreement, the receipt and sufficiency of which are each hereby irrevocably acknowledged, each Class A Member agrees that if such Class A Member in the future constitutes a Breaching Class A Member, then from and after the occurrence of the Indirect Transfer that causes such Class A Member to constitute a Breaching Class A Member, it shall have irrevocably surrendered its Class A Units pro rata to limited partners holding “Class A Units” (as defined in the Partnership Agreement) of the Partnership. For purposes of clarity, in the event an “Indirect Transfer” occurs pursuant to the Stockholders Agreement and such event would constitute an Indirect Transfer hereunder and notice of such event is provided to the Class A Member or its Affiliates pursuant to the Stockholders Agreement, such notice shall also constitute notice of an Indirect Transfer for purposes of this Section 3.7.
Indirect Transfer. During the Lock-Up Period, any transfer of any share or other voting securities resulting in any change in the control, directly or indirectly, of Keystone or of any other person having control, directly or indirectly, over Keystone shall be deemed as being an indirect Transfer of the Restricted Shares held by Keystone, and the provisions of this Agreement that apply in respect of Transfers of Shares shall thereupon apply in respect of the Restricted Shares so held by Keystone.
Indirect Transfer. At any time prior to the consummation of an Initial Public Offering, (i) Onex shall not (A) suffer or permit any member of the Onex Group to cease to be Controlled by Onex as long as such member holds any Shares or Common Stock Equivalents, or (B) permit any Person (other than a member of the Onex Group) who does not own an interest in Onex Cinema as of the date hereof to acquire an interest in Onex Cinema after the date hereof and (ii) Oaktree shall not (A) suffer or permit any member of the Oaktree Group (other than a fund or account managed by Oaktree) to cease to be Controlled by Oaktree as long as such member holds any Shares or Common Stock Equivalents or (B) permit any Person (other than a member of the Oaktree Group) who does not own an interest in OCM as of the date hereof to acquire an interest in OCM after the date hereof.
Indirect Transfer. A Change of Control of a Partner shall be deemed to be a “Transfer” of such Partner’s Partnership Interest for the purposes of this Agreement and such deemed Transfer shall be subject to the restrictions on Transfers set forth in the Agreement, including those set forth in Sections 13.3, 13.4 and 13.7 Notwithstanding the foregoing, any take-over, amalgamation, plan of arrangement or other similar transaction in respect of any such Person which is a publicly traded entity shall not constitute a Transfer for the purposes of this Agreement; provided that, in the event that a third-party purchaser acquiring Control of New Gold, or any publicly-traded successor thereof, is not a Pre-Approved Purchaser, OTPP shall have the right to sell, and such Person shall be obligated to purchase, all, but not less than all, of OTPP’s Partnership Interests at a cash purchase price equal to the greater of: (i) an amount that results in [Internal rate of return calculation redacted]; and (ii) an amount equal to the FMV of the Partnership Interests as determined by a Third Party Valuator.
Indirect Transfer. The Parties to the Agreement agree that the Transfer restrictions in this Agreement and in the Charter Documents shall not be capable of being avoided by the holding of Equity Securities indirectly through a company or other entity, the shares of which company or entity can itself be transferred in order to Transfer an interest in the Equity Securities that would otherwise be prohibited by this Agreement.
Indirect Transfer. No Company Entity owns any property of a character, the indirect transfer of which pursuant to this Agreement would give rise to material documentary, stamp or other transfer Tax.