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 Transfers. (a) Notwithstanding any other provision of this Master Indenture, any Note for which an Opinion of Counsel has not been rendered to the Issuer, in form and substance reasonably satisfactory to the Issuer, to the effect that such Note will be characterized as debt for United States federal income tax purposes (a “Subject Note”) and any Class E Certificate (together with the Subject Notes, the “Subject Securities”) shall be subject to the limitations of this Section 2.17(a). The Issuer and each Holder of a Subject Security agrees (and each Applicable Person by virtue of acquiring a beneficial interest in a Subject Security (or by virtue of agreeing to act as an agent, representative or intermediary of or with respect to the holder of such a beneficial interest) is deemed to agree) that no Subject Securities may be transferred, and no transfer (or purported transfer) of all or any part of a Subject Security (or any direct or indirect beneficial interest therein) (a “Transferred Security”) whether to the Initial Holder, another Holder or to a Person that is not a Holder (any of these, a “Transferee”) shall be effective, and to the greatest extent permitted under Applicable Law any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Holder of a Subject Security (or a holder of any direct or indirect beneficial interest therein), unless: (i) (A) either (I) the Transferee (or, if the Transferee is a disregarded entity for U.S. federal income tax purposes, the sole owner of the Transferee) is not and will not become for U.S. federal income tax purposes a partnership, Subchapter S corporation or grantor trust (each such entity, a “flow-through entity”) or (II) if the Transferee (or, if the Transferee is a disregarded entity for U.S. federal income tax purposes, the sole owner of the Transferee) is or becomes a flow-through entity, then either (x) none of the direct or indirect beneficial owners of any of the interests in the Transferee have or ever will have all or substantially all the value of its interest in the Transferee attributable to the interest of the Transferee in any Transferred Security, any other Subject Securities, other interest (direct or indirect) in the Issuer, or any interest created under this Master Indenture or (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Transferee in any Transferred Security to permit any partnership to satisfy the one ...
Limitation on Transfers. No Shareholder shall sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of, or suffer to exist (whether by operation of law or otherwise) any Encumbrance on, any Shares or any right, title or interest therein or thereto (each, a “Transfer”), unless such Transfer is made in compliance with this Section 3. Any attempt to Transfer any Shares in violation of the preceding sentence shall be null and void ab initio, and the Company shall not register any such Transfer.
Limitation on Transfers. For security reasons, Navigant may limit the frequency and dollar amount of Xxxx Pay transactions from Member’s Payment Account.
Limitation on Transfers. An employee may accept only two transfers in a contract year excluding summer program positions.
Limitation on Transfers. For security reasons, Navigant may limit the frequency and dollar amount of Bill Pay transactions from Member’s Payment Account.
Limitation on Transfers. 32 Section 8.01. Restrictions on Transfer..............................................................32 Section 8.02.
Limitation on Transfers. Except for transfers permitted under Sections 7.1.1 and 7.1.2, no Member shall be permitted to Transfer all or any portion of its Interest during the pendency of a Buy-Sell procedure pursuant to Section 11.1, or during the period following the issuance of a Forced Sale Notice and prior to the earlier of (x) an Election by the Receiving Member to permit the sale to a third party pursuant to Section 11.2(c)(i) or (y) the Closing of the acquisition by the Receiving Member pursuant to Section 11.2(c)(ii) except in any event pursuant to a Buy-Sell or a Forced Sale procedure, as applicable.
Limitation on Transfers. No Shareholder Party may sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, or otherwise dispose of, or suffer to exist (whether by operation of law or otherwise) any Encumbrance on, any Post-IPO Shares or any right, title or interest (including legal, beneficial or economic interest) therein or thereto (each, a “Transfer”) if prohibited or restricted by this Agreement. Any attempt to Transfer any Post-IPO Shares in violation of this Agreement shall be null and void ab initio, and the Company shall not register any such Transfer.
Limitation on Transfers. Neither Borrower nor any of its Subsidiaries shall convey, sell, lease, transfer or otherwise dispose of, any of its assets or property other than (a) the sale of inventory in the ordinary course of business and (b) prior to the termination of the Merger Agreement pursuant to the terms thereof, any conveyance, sale, lease, transfer or disposition permitted pursuant to the terms of the Merger Agreement; provided, however, that in no event shall Borrower or any Restricted Subsidiary convey, sell, transfer or otherwise dispose of any assets or property to any Subsidiary that is not a Restricted Subsidiary except for transfer of nonmaterial assets and property for normal operating purposes in the ordinary course of business, even if such conveyance, sale, transfer or other disposition is otherwise permitted pursuant to the Merger Agreement.
