Restriction on Transfers Clause Samples
A Restriction on Transfers clause limits or regulates the ability of parties to transfer their rights or interests under an agreement to others. Typically, this clause may require prior written consent from the other party before any assignment or transfer can occur, or it may prohibit transfers altogether except under specific circumstances, such as to affiliates or in connection with a merger. Its core practical function is to maintain control over who is involved in the agreement, thereby protecting the interests of the original parties and preventing unwanted third parties from entering the contractual relationship.
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Restriction on Transfers. No Partner shall Transfer or attempt to Transfer any of the Partnership Interests now owned or hereafter acquired by such Partner except to an Authorized Transferee of such Partner in accordance with this Agreement. In the event of any purported or attempted Transfer of Partnership Interests that does not comply with this Agreement, the purported transferee or successor by operation of law shall not be deemed to be a Partner of the Partnership for any purpose and shall not be entitled to any of the rights of a Partner of the Partnership, including, without limitation, the right to vote the Partnership Interests or to receive a certificate for Partnership Interests or any distributions of any kind on or with respect to Partnership Interests. Any purported or attempted Transfer of Partnership Interests made other than in accordance with the provisions of this Agreement shall be void ab initio and the last holder of record who acquired such Partnership Interests in a manner not contrary to the provisions of this Agreement shall be recognized as the holder of such Partnership Interests for all purposes and the Partnership Interests shall continue to be treated as Partnership Interests for all purposes under this Agreement, shall be deemed owned by such recognized holder for purposes of the operation of this Agreement and shall continue to be subject to the terms of this Agreement. The substitution of a trustee of a Partner shall not be prohibited by this Section 8.2, provided that the substitute trustee has executed and delivered to the Partnership a counterpart of this Agreement agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Partner in accordance with the terms of this Agreement.
Restriction on Transfers. Except as otherwise permitted by this Agreement, no Member shall Transfer all or any portion of its Membership Interests. In the event any Member pledges or otherwise encumbers its Membership Interest as security for the payment of a liability, any such pledge or hypothecation shall be made pursuant to a pledge or hypothecation agreement that requires the pledgee or secured party to be bound by all of the terms and conditions of this Section 11.
Restriction on Transfers. Except as provided in Section (b) below, this SAR, and any rights or interests therein, (i) shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way at any time by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or by the laws of descent and distribution, (ii) shall not be pledged or encumbered in any way at any time by the Participant (or any beneficiary(ies) of the Participant) and (iii) shall not be subject to execution, attachment or similar legal process. Any attempt to sell, exchange, pledge, transfer, assign, encumber or otherwise dispose of this SAR, or the levy of any execution, attachment or similar legal process upon this SAR, contrary to the terms of this Agreement and/or the Plan, shall be null and void and without legal force or effect.
Restriction on Transfers. (a) Tenant shall not mortgage, pledge or encumber all or any part of this Lease, or otherwise alienate its estate or other interest in the Premises except as hereinafter provided in Section 12.5 hereof and Tenant shall not assign this Lease, sublet the Premises or any part thereof, or any right or privilege appurtenant thereto and Tenant shall not enter into franchise, license or concession agreements allowing any other entity or person to occupy or use the Premises or any past thereof (collectively, “Transfer”) without Landlord’s prior written approval in each instance, which approval may be withheld in Landlord’s sole discretion and without the need to provide any reason for withholding consent. Any dissolution, sale or other transfer of all or substantially all of the assets of Tenant shall be deemed a Transfer of this Lease. Any attempted or purported Transfer without Landlord’s prior written consent shall be void and of no force or effect and shall not confer any estate or benefit on anyone. A consent to one Transfer by Landlord shall not be deemed to be a consent to any subsequent Transfer to any other party. No Transfer of this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent shall relieve Tenant from liability under this Lease. Landlord has been induced to enter into this Lease with Tenant in order to obtain for the benefit of the Terminal concession program, Tenant’s experience and business reputation. The restrictions against Transfers contained herein are consistent therewith and expressly agreed to by Tenant.
(b) If Tenant is a corporation which, under the current laws, is not deemed a public corporation or is an unincorporated association or partnership, the transfer, assignment or hypothecation in the aggregate of more than a controlling interest of the total outstanding stock or interest in such corporation, association or partnership shall be deemed a Transfer within the meaning and provisions of this Lease.
(c) Tenant shall have the right to Transfer this Lease, without Landlord’s consent to
(i) a subsidiary corporation of Tenant or its parent or to a corporation that is an Affiliate of Tenant or its parent corporation; (ii) any corporation with which Tenant or its parent corporation shall merge, reorganize or consolidate; or (iii) any corporation acquiring all or substantially all of the assets of Tenant or its parent corporation; provided that in the case of any and each such Transfer under...
Restriction on Transfers. Except as provided in Section 8(b) below, all RSUs, and any rights or interests therein, (i) shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way at any time by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or by the laws of descent and distribution, (ii) shall not be pledged or encumbered in any way at any time by the Participant (or any beneficiary(ies) of the Participant) and (iii) shall not be subject to execution, attachment or similar legal process. Any attempt to sell, exchange, pledge, transfer, assign, encumber or otherwise dispose of these RSUs, or the levy of any execution, attachment or similar legal process upon RSUs contrary to the terms of this Agreement and/or the Plan shall be null and void and without legal force or effect.
Restriction on Transfers. There shall be no restriction upon the ability of the Members to transfer an interest in the Company.
Restriction on Transfers. No Stockholder may Transfer all or any portion of the Shares of the Company now owned or hereafter acquired by it, except in connection with, and strictly in compliance with, the conditions of this Article II. Any other purported disposition shall be void and ineffectual and shall not operate to transfer any interest or title to the purported transferee.
Restriction on Transfers. Prior to the Stockholder Meeting, this Agreement and the obligations hereunder shall attach to the Stockholder's Shares and shall be binding upon any Person to which legal or Beneficial Ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Stockholder's heirs, guardians, administrators or successors. Prior to the Stockholder Meeting, the Stockholder shall not sell, agree to sell, make any proposal to sell, transfer, pledge, assign or otherwise dispose of (whether by operation of law or otherwise) (collectively, "Transfer"), or enter into any contract, option or other arrangement with respect to the Transfer of any of the Stockholder's Shares, unless as a condition of such Transfer the transferee agrees in writing to be bound by the terms and conditions of this Agreement. After the Stockholder Meeting and until the earliest of (x) the date upon which this Agreement terminates pursuant to Section 4, (y) the period ending on the fifth anniversary after the Closing Date, and (z) the date Purchaser and its successors and assigns no longer beneficially own in the aggregate more than fifty percent (50%) of the number of Initial Shares and Additional Shares originally issued to Purchaser, the Stockholder shall not Transfer any of the Stockholder's Shares, unless (i) such Transfer is permitted by Section 3(e), and (ii) if such Transfer is made to a Related Party, as a condition of such Transfer the transferee agrees in writing to be bound by the terms and conditions of this Agreement.
Restriction on Transfers. Tenant will not cause or suffer a Transfer without obtaining Landlord's prior written consent. Landlord may grant or withhold consent in Landlord's sole and absolute discretion. Tenant's request for consent to a Transfer must describe in detail the parties, terms, portion of the Premises, and other circumstances involved in the proposed Transfer. Landlord will notify Tenant of Landlord's election to consent or withhold consent within thirty (30) days of Landlord's receipt of such a written request for consent to the Transfer from Tenant. Tenant will provide Landlord with any additional information Landlord reasonably requests regarding the proposed Transfer or the proposed transferee. If Landlord consents to the Transfer, Landlord may impose on Tenant or the transferee such conditions as Landlord, in its sole, absolute and arbitrary discretion, deems appropriate. No Transfer releases Tenant from any liability or obligation under this Lease and Tenant remains liable to Landlord after such a Transfer as a principal and not as a surety. If Landlord consents to any Transfer, Tenant will pay to Landlord, as Additional Rent, seventy-five percent (75%) of any amount Tenant receives on account of the Transfer in excess of the amounts this Lease otherwise requires Tenant to pay. In no event may Tenant cause or permit a Transfer to another tenant of the Building. Any attempted Transfer in violation of this Lease is null and void and constitutes an Event of Default under this Lease.
Restriction on Transfers. All RSUs, and any rights or interests therein, (i) shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way at any time by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or by the laws of descent and distribution, (ii) shall not be pledged or encumbered in any way at any time by the Participant (or any beneficiary(ies) of the Participant) and (iii) shall not be subject to execution, attachment or similar legal process. Any attempt to sell, exchange, pledge, transfer, assign, encumber or otherwise dispose of these RSUs, or the levy of any execution, attachment or similar legal process upon these RSUs, contrary to the terms of this Agreement and/or the Plan, shall be null and void and without legal force or effect.