Prohibited Transferees Clause Samples

Prohibited Transferees. Notwithstanding anything in this Agreement to the contrary, no Stockholder (other than ▇▇▇▇▇) shall Sell or Pledge any shares of Common Stock to any Prohibited Transferee, except pursuant to Sections 4.7 or 4.8.

Prohibited Transferees. The following names are based on information available and minor discrepancies shall not be deemed to exclude such entities from the definition of Prohibited Transferees. GrafTech International Ltd. Suite ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: General Counsel Ladies and Gentlemen: Reference is made to the Stockholder Rights Agreement, dated as of [●], 2015 (as such agreement may have been or may be amended from time to time) (the “Agreement”), by and among GrafTech International Ltd., a Delaware corporation, BCP IV GrafTech Holdings LP, a limited partnership formed under the laws of Delaware and any other parties identified on the signature pages of any joinder agreements substantially similar to this joinder agreement executed and delivered in accordance with the Agreement. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement. The undersigned agrees that, as of the date written below, the undersigned shall become a party to the Agreement, and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as a “Stockholder,” as though an original party thereto. The undersigned represents and warrants that the representations and warranties set forth in Section 3.1 of the Agreement are true and correct in all respects as of the date hereof.

Prohibited Transferees. Notwithstanding the foregoing, and subject to the provisions of Section 5, no Shareholder shall transfer any Shares to any Person that, in the determination of the Board directly or indirectly competes with the Company.

Prohibited Transferees. Notwithstanding the foregoing, no ROFR Subject shall transfer any Transfer Unit to (a) any entity which, in the determination of the Board of Managers, directly or indirectly competes with the Company or (b) any customer, distributor or supplier of the Company, if the Board of Managers should determine that such transfer would result in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier (collectively, the “Prohibited Transferees”).

Prohibited Transferees. Notwithstanding the foregoing, no Holder shall transfer any Transfer Stock to (a) any entity which, in the determination of the Board of Directors, directly or indirectly competes with the Company; or (b) any customer, distributor or supplier of the Company, if the Board of Directors should determine that such transfer would result in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier. No Holder shall transfer any Transfer Stock without thirty days prior written notice to the Company (which may include email if the receipt of such mail is acknowledged); provided, the forgoing sentence shall not apply to transfers by a Holder (i) to holders of Capital Stock or an Affiliate thereof, (ii) in the case of a Holder that is a natural person, by such ▇▇▇▇▇▇ made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her family members, or any other person approved by unanimous consent of the Board of Directors, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by such Holder or any such family members.

Prohibited Transferees. Notwithstanding the foregoing, no Shareholder shall transfer any Transfer Shares to (a) any Competitor or (b) any customer, distributor or supplier of the Company, if the Board should determine that such transfer would result in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier.

Prohibited Transferees. Notwithstanding anything to the contrary in this Lease, Lessee shall not assign its rights under this Lease or sublet all or any part of the Premises to a person, firm or corporation which is (or, immediately prior to such subletting or assignment, was) a tenant or occupant of the Office Complex or the building located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, or any office building on property contiguous to the Office Complex owned by Lessor under the Lease.

Prohibited Transferees. All Affiliates, successors and assigns of the entities listed on this Schedule I and such other Persons indicated by Seller from time to time and approved by Buyer, such approval not to be unreasonably withheld, shall be Prohibited Transferees, as defined and used in the Agreement. ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co., L.P. LoanCore Capital, LLC Annaly Capital Management, Inc. Lone Star U.S. Acquisitions, LLC Apollo Commercial Real Estate Finance, Inc. Macquarie Group Limited Arbor Realty Trust Inc. Mesa West Capital, LLC Ares Commercial Real Estate Corporation NCH Capital Inc. Brookfield Investment Management Inc. Newcastle Investment Corp. Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. NorthStar Realty Finance Corp. CapitalSource Inc. OZ Management LP Children’s Investment Fund ▇▇ ▇▇▇▇ Financial Trust Colony Financial, Inc. Redwood Trust Inc. CreXus Investment Corp. Rialto Capital Management, LLC Fortress Credit Corp. ▇▇ ▇▇▇▇▇ Realty Corp. Guggenheim Partners, LLC Square Mile Capital Management, LLC H/2 Credit Manager LP Starwood Capital Group iStar Financial Inc. Starwood Property Trust, Inc. KKR & Co. L.P. TPG Capital Management, L.P. Ladder Capital Securities LLC Winthrop Capital Management, LLC Ladies and Gentlemen: Citibank, N.A., is pleased to deliver our written CONFIRMATION of our agreement to enter into the Transaction pursuant to which Citibank, N.A. shall purchase from you the Purchased Loans identified in the Master Repurchase Agreement, dated as of June 12, 2013 (the “Agreement”), between Citibank, N.A. (“Buyer”) and PARLEX 2 FINANCE, LLC (“Seller”) as follows below and on the attached Schedule 1. Capitalized terms used herein without definition have the meanings given in the Agreement.

Prohibited Transferees. Notwithstanding the foregoing, no Member shall transfer any Transfer Securities to (i) any entity which, in the determination of the Board, directly or indirectly competes with the LLC or any of its subsidiaries; or (ii) any customer, distributor or supplier of the LLC, if the Board should determine that such transfer would result in such customer, distributor or supplier receiving information that would place the LLC or its subsidiaries at a competitive disadvantage with respect to such customer, distributor or supplier. It being agreed that none of Canaan, Atlas, Access, RA Capital, Viking Global Opportunities Illiquid Investments Sub-Master LP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Global Life Sciences Fund and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Capital Funds Plc-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Global Life Sciences Fund, Perceptive Life Sciences Master Fund, Ltd., Franklin Strategic Series – Franklin Biotechnology Discovery Fund, Boxer Capital, LLC, or MVA Investors, LLC shall be deemed to directly or indirectly compete with the LLC or any of its subsidiaries.