Prohibition of Transfers Sample Clauses

Prohibition of Transfers. Neither Stockholder shall sell, assign, pledge, hypothecate or otherwise alienate, encumber or otherwise dispose of, in any manner, whether or not for consideration (hereinafter referred to as a "Transfer"), any of the Shares, except as expressly permitted by the terms of this Agreement. Any attempted issue or Transfer of Shares or other securities of the Corporation in violation of this Agreement shall not be recognized and shall be deemed void ab initio. The foregoing provisions shall not, however, apply to any sale by a Stockholder in connection with the sale of all such Stockholder's assets to an entity or person not a party to this Agreement or to a wholly owned subsidiary of such Stockholder, provided such purchasing party agrees in writing to be bound by the terms and conditions hereof.
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Prohibition of Transfers. Except as provided in Section 9.2, no Venturer shall suffer or permit any transfer of or encumbrance upon such Venturer's interest in the Venture or any transfer of or encumbrance on any direct or indirect interest in such Venturer without the prior written approval of the Investor, in the case of transfers of 24 interests of or in the Operator or transferees of the Operator, or the Operator, in the case of transfers of or in the Investor or transferees of the Investor.
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Prohibition of Transfers. Borrower will not further convey or encumber the CDE Interest or any portion thereof in any way, other than a redemption of the CDE Interest in accordance with the terms and conditions of the CDE Agreement following the end of the NMTC Compliance Period. Except pursuant to the Fund Pledge Agreement, Borrower shall hold and maintain full, unencumbered title to the CDE Interest, and it shall keep the CDE Interest free and clear of all security interests and encumbrances whatsoever and shall not sell, assign, convey, contribute, pledge, hypothecate, encumber, or otherwise transfer in any manner, whether voluntarily or involuntarily, all or any portion of the CDE Interest, nor take any action (or fail to take any action) that may result in any charge, lien, or impairment of the CDE Interest, whether pursuant to the CDE Agreement (except as permitted above), by agreement with any other party, or by operation of law.Conduct of Business. Borrower shall maintain in full force and effect (a) its organizational existence, and (b) all licenses, bonds, franchises, leases, patents, contracts and other rights necessary to the profitable conduct of its business. Borrower shall exercise good faith in all activities relating to the conduct of the business of the Borrower, and the Borrower shall take no action with respect to the business and property of the Borrower which is not reasonably related to the achievement of the purpose of the Borrower as set forth in Borrower’s Operating Agreement. In addition, Xxxxxxxx shall use the proceeds of the Loan solely for the purposes described in this Agreement.‌
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Prohibition of Transfers. Subrecipient acknowledges and agrees that the qualifications and identity of Subrecipient is of particular importance and concern to City. Subrecipient further acknowledges and agrees that City has relied and is relying on the specific qualifications and identity of Subrecipient in entering into this Agreement and City would not have entered into this Agreement, but for the specific qualifications and identity of Subrecipient. As a consequence, Transfers by Subrecipient are only permitted with the prior written consent of City, in City’s sole and absolute discretion. Subrecipient will not create or permit to be made or created any Transfer, except in accordance with this Section 28.20, whether made or created voluntarily, involuntarily or by operation of law. Any Transfer made in contravention of this Section 28.20 shall be voidable at the election of City, in City’s sole and absolute discretion. Subrecipient acknowledges and agrees that the restrictions on Transfers set forth in this Section 28.20 are reasonable. Subrecipient agrees to reimburse City for all costs and expenses incurred by City in connection with City’s review of a proposed Transfer, including all Legal Costs and other Third Person consultant fees and expenses.
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Prohibition of Transfers. Except as permitted under Section 9.3 hereof, Borrower shall not, without the prior written consent of Lender, create, consent to, suffer or permit any Prohibited Transfer, as defined hereinbelow, nor enter into any agreement for any Prohibited Transfer. Any conveyance, sale, assignment, transfer, lease, lien, pledge, mortgage, security interest or other encumbrance or alienation of any of the following rights, properties or interests, or attempt to do any of the foregoing (a "Transfer"), or the execution of any contract to perform any such Transfer, without Lender's prior written consent shall constitute a Prohibited Transfer hereunder:
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Prohibition of Transfers. Borrower shall not, without the prior written consent of Lender, create, consent to, suffer or permit any Prohibited Transfer (as defined in the Deed of Trust) in violation of the Deed of Trust.
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Prohibition of Transfers. 52 23.5 High Capitalization Hospital Companies.................................................. 52 23.6 Certain Sale of Business Type Transactions.............................................. 53 23.7 Public Offering/Public Trading.......................................................... 54
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Prohibition of Transfers. Except as expressly permitted by Sections 23.1, 23.5, 23.6 and 23.7, or any of such Sections, Tenant shall not, without Landlord's prior written consent, which may be withheld in Landlord's sole and absolute discretion, either directly or indirectly or through one or more step transactions or tiered transactions, voluntarily or by operation of law, (i) assign, sublease, convey, sell, pledge, mortgage, hypothecate or otherwise encumber, transfer or dispose of all or any part of this Lease or Tenant's leasehold estate hereunder, (ii) convey, sell, assign, transfer or dispose of any stock or partnership, membership or other interests (whether equity or otherwise) in Tenant (which shall include any conveyance, sale, assignment, transfer or disposition of any stock or partnership, membership or other interests (whether equity or otherwise) in any Controlling Person(s)), if such conveyance, sale, assignment, transfer or disposition results, directly or indirectly, in a change in control of Tenant (or in any Controlling Person(s)), (iii) dissolve, merge or consolidate Tenant (which shall include any dissolution, merger or consolidation of any Controlling Person) with any other person, if such dissolution, merger or consolidation, directly or indirectly, results in a change in control of Tenant or in any Controlling Person(s), (iv) sell, convey, assign, or otherwise transfer all or substantially all of the assets of Tenant (which shall include any sale, conveyance, assignment, or other transfer of all or substantially all of the assets of any Controlling Person(s)), or (v) enter into or permit to be entered into any agreement or arrangement to do any of the foregoing or to grant any option or other right to any person to do any of the foregoing (each of the aforesaid acts referred to in clauses (i) through (v) being referred to herein as a "TRANSFER").
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Prohibition of Transfers. Except as provided in Section 9.2, no Partner shall suffer or permit any transfer of or encumbrance upon such Partner’s interest in the Partnership without (a) the prior written approval of Cabot, in the case of transfers of interests of the General Partner, or (b) the prior written approval of the General Partner, in the case of transfers of a Cabot Limited Partner. This section shall not apply to any transfers under the Put/Call Agreement.
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Related to Prohibition of Transfers

  • Effectuation of Transfers Each of the representations and warranties of the Borrower contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires.

  • Limitation of Transactions So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

  • Registration of Transfers The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

  • Effect of Transfers Upon any Permitted Transfer, the transferee of the transferred Interest shall be entitled to receive the distributions and allocations to which the transferring Member would be entitled with respect to such transferred Interest, but shall not be entitled to exercise any of the other rights of a Member with respect to such transferred Interest, including, without limitation, the right to vote, unless and until such transferee is admitted to the Company as a Substituted Member pursuant to Section 9.5.

  • Timing of Transfers Transfers pursuant to this Article XI may only be made upon three (3) Business Days prior notice to the General Partner, unless the General Partner otherwise agrees.

  • Effect of Transfer If Landlord consents to a Transfer, (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified, (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit.

  • Registration of Transfer The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

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