Limitation on Transfer of Assets Sample Clauses

Limitation on Transfer of Assets. Maker shall not transfer its assets other than in the ordinary course of business.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Limitation on Transfer of Assets. Neither the Company nor any Guarantor shall sell, convey, transfer or otherwise dispose of its assets or property to any Restricted Subsidiary that is not a Guarantor, except for sales, conveyances, transfers or other dispositions (a) made in the ordinary course of business or (b) to any Restricted Subsidiary if such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary of the Notes.
Sample 1Sample 2
Limitation on Transfer of Assets. Without the prior written consent of the Lender, no Loan Party shall engage in any Asset Sale other than in the ordinary course of business.
Sample 1
Limitation on Transfer of Assets. The Borrower will not, and will not permit any of the other Restricted Entities to,
Sample 1
Limitation on Transfer of Assets. Borrower and Guarantors shall not transfer assets to others that would constitute fraudulent transfers under Ohio law or under the United States Bankruptcy Code or in other than the ordinary course of business, without Xxxxxxxxxx's prior written approval. (h) Leases: Any lease of 7,500 square feet or more not approved by Huntington prior to loan closing, together with financial statements for the tenant and any lease guarantor and plans, specifications and costs for any tenant finish to be provided by Xxxxxxxx, shall be submitted to Huntington for prior written approval. Each lease so submitted shall be expressly subordinate to Xxxxxxxxxx's first mortgage lien and shall obligate the tenant to attorn, at Huntington's option, to Huntington upon acquisition of title and to execute and deliver documents confirming such subordination and attornment and estoppel certificates as Huntington may, from time to time, request. The foregoing description of specific provisions shall not be construed as limiting in any way the requirement that Loan Documents be in form and content acceptable to Huntington. 2.3
Sample 1
Limitation on Transfer of Assets. The Borrower will not, and will not cause, permit or suffer any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of any of its property, assets or business, except:
Sample 1
Limitation on Transfer of Assets. Except for Permitted Investments, neither the Company nor any Guarantor shall sell, convey, transfer or otherwise dispose of its assets or property to any Restricted Subsidiary that is not a Guarantor, except for sales, conveyances, transfers or other dispositions (a) made in the ordinary course of business or (b) to any Restricted Subsidiary if such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee by such Restricted Subsidiary of the Notes; provided that this Section 4.25 shall not restrict the ability of the Company or a Restricted Subsidiary from returning cash to PHCMI as part of cash management activity conducted in the ordinary course of business consistent with past practice.
Sample 1
AutoNDA by SimpleDocs
Limitation on Transfer of Assets. Neither the Issuers nor any Guarantor will sell, convey, transfer or otherwise dispose of its assets or property to any Restricted Subsidiary that is not an Issuer or a Guarantor, except for sales, conveyances, transfers or other dispositions (a) made in the ordinary course of business, (b) to any Restricted Subsidiary if such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary of the Notes or (c) in an aggregate amount after the Issue Date not to exceed $10 million.
Sample 1
Limitation on Transfer of Assets. Borrower and Guarantors shall not transfer assets to others that would constitute fraudulent transfers under Ohio law or under the United States Bankruptcy Code or in other than the ordinary course of business, without Xxxxxxxxxx's prior written approval.
Sample 1

Related to Limitation on Transfer of Assets

  • Restriction on Transfer of Assets The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, convey or otherwise dispose of any assets or rights of the Company or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries in the ordinary course of business consistent with its past practice, (ii) sales of inventory and products in the ordinary course of business, (iii) sales of unwanted or obsolete assets, and (iv) sales for fair market value as determined in good faith by the Company’s board of directors.

  • Limitation on Transfers No Transfer may be made under this Section 12.2 unless the Seller has received a bona fide written offer (the “Purchase Offer”) from a Person (the “Purchaser”) to purchase, directly or indirectly, the Offered Units for a purchase price (the “Offer Price”) denominated and payable in United States dollars at closing or according to specified terms, with or without interest, which offer shall be in writing signed by the Purchaser and shall be irrevocable for a period ending no sooner than the Business Day following the end of the Offer Period, as hereinafter defined.

  • Limitation on Transfer The Option shall be exercisable only by the Participant or the Participant’s Permitted Transferee(s), as determined in accordance with the terms of the Plan (including without limitation the requirement that the Participant obtain the prior written approval by the Committee of any proposed Transfer to a Permitted Transferee during the lifetime of the Participant). Each Permitted Transferee shall be subject to all the restrictions, obligations, and responsibilities as apply to the Participant under the Plan and this Stock Option Grant Agreement and shall be entitled to all the rights of the Participant under the Plan, provided that in respect of any Permitted Transferee which is a trust or custodianship, the Option shall become exercisable and/or expire based on the Employment and termination of Employment of the Participant. All Shares obtained pursuant to the Option granted herein shall not be transferred except as provided in the Plan and, where applicable, the Management Investor Rights Agreement.

  • Prohibition on Transfers During the term of this Agreement, each Shareholder hereby severally as to itself only, but not jointly with any other Shareholder, agrees not to Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest therein unless such Transfer is a Permitted Transfer.

  • Restriction on Transfer of Voting Rights During the Voting Period, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.

  • Limitation on Transactions If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of a dividend in connection with the implementation of a shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • Prohibition on Transfer The Participant recognizes and agrees that all Granted Shares which are subject to the Lapsing Repurchase Right may not be sold, transferred, assigned, hypothecated, pledged, encumbered or otherwise disposed of, whether voluntarily or by operation of law, other than to the Company (or its designee). However, the Participant, with the approval of the Administrator, may transfer the Granted Shares for no consideration to or for the benefit of the Participant’s Immediate Family (including, without limitation, to a trust for the benefit of the Participant’s Immediate Family or to a partnership or limited liability company for one or more members of the Participant’s Immediate Family), subject to such limits as the Administrator may establish, and the transferee shall remain subject to all the terms and conditions applicable to this Agreement prior to such transfer and each such transferee shall so acknowledge in writing as a condition precedent to the effectiveness of such transfer. The term “Immediate Family” shall mean the Participant’s spouse, former spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers, nieces and nephews and grandchildren (and, for this purpose, shall also include the Participant. The Company shall not be required to transfer any Granted Shares on its books which shall have been sold, assigned or otherwise transferred in violation of this Subsection 2.1(e), or to treat as the owner of such Granted Shares, or to accord the right to vote as such owner or to pay dividends to, any person or organization to which any such Granted Shares shall have been so sold, assigned or otherwise transferred, in violation of this Subsection 2.1(e).

  • Limitation on Transfer of Ownership Rights (a) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee in the form attached hereto as Exhibit H. Each holder of a Class R Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.08(a).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!