Restrictions on Dispositions of Protected Properties Sample Clauses

Restrictions on Dispositions of Protected Properties. (a) Subject to Section 2(b), neither the Operating Partnership nor any entity in which the Operating Partnership holds a direct or indirect interest will consummate a sale, transfer, exchange, or other disposition of any Protected Property (a “Protected Property Disposition”) in a taxable transaction for applicable income tax purposes during the Protected Period with respect to such property or otherwise in engage in a merger or other transaction that is treated as a taxable disposition of such property for applicable income tax purposes during the Protected Period.
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Restrictions on Dispositions of Protected Properties. (a) Subject to Section 2(b), the OP agrees, for the benefit of each Protected Partner and the Indirect Owners of such Protected Partner that during the Tax Protection Period neither the OP, nor any entity in which the OP holds a direct or indirect interest, will consummate a sale, transfer, exchange or other disposition of any Protected Property (a “Protected Property Disposition”) or any indirect interest therein in a transaction, including a Merger, that results in the recognition by any Protected Partner, for federal income tax purposes, of all or any portion of its Built-in Gain, including recognition thereof pursuant to Sections 704(c)(1)(B) or 737 of the Code (and including a Merger as a result of which a Protected Partner is required to exchange, tender or transfer Protected Units in a transaction that is partly or wholly taxable for federal income tax purposes). A disposition shall include a transaction that is deemed to be a disposition for federal income tax purposes and shall include any transfer, whether, voluntary or involuntary, in a foreclosure proceeding, pursuant to a deed in lieu of foreclosure or in a bankruptcy proceeding.
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Restrictions on Dispositions of Protected Properties. (a) Except as otherwise provided in this Section 2 and subject to Section 3, during the Protected Period, neither the Partnership nor any entity in which the Partnership holds a direct or indirect interest will consummate (i) a sale, transfer, exchange, or other disposition of any Protected Property or any interest therein held by the Partnership directly or indirectly in a transaction that results in an allocation to any Protected Partner of all or any portion of its Built-In Gain with respect to such Protected Property under Code Section 704(c) (including any portion thereof recognized under Code Section 704(c)(1)(B)), (ii) a distribution by the Partnership to a Protected Partner that results in the recognition of all or any portion of the Protected Partner's Built-In Gain with respect to a Protected Property under Code Section 737, or (iii) any Fundamental Transaction that would result in the recognition of gain by any Protected Partner (any such disposition under clause (i), distribution under clause (ii) or Fundamental Transaction under clause (iii) taking place during the Protected Period, a "Tax Protection Period Transfer"), provided however, that if a Representative (in his or her capacity as such) expressly consents to such Tax Protection Period Transfer in writing, the Partnership shall not be deemed to be in breach of its obligations hereunder, and no payment shall be due under Section 3(a) as a result of such Tax Protection Period Transfer.
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Restrictions on Dispositions of Protected Properties. (a) General Prohibition on Disposition. Vornado OP agrees for the benefit of each SCR Unitholder, for the term of the Protected Period applicable to such SCR Unitholder, not to directly or indirectly sell, exchange, transfer, or otherwise dispose of any Protected Property or any interest therein (without regard to whether such disposition is voluntary or involuntary). Without limiting the foregoing, the term "sale, exchange, transfer or disposition" by Vornado OP shall be deemed to include, and the prohibition shall extend to:
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Restrictions on Dispositions of Protected Properties. (a) Subject to Section 2(b), GGP and GGP Partnership agree, for the benefit of each Protected Partner and the Indirect Owners of such Protected Partner, that neither GGP Partnership, JP Partnership nor any entity in which GGP Partnership or JP Partnership holds a direct or indirect interest will directly or indirectly sell, transfer, exchange, or otherwise dispose of any Protected Property or any direct or indirect interest therein (a "Protected Property Disposition") during the Protected Period. Any transaction or event (excluding any sale or exchange of Protected Units by a Protected Partner other than any transaction or event in which (1) GGP Partnership is merged with or into another entity and (2) a Protected Partner is required to exchange its Protected Units in a taxable exchange) which would cause any Protected Partner or an Indirect Owner thereof to recognize or be allocated gain for federal income tax purposes with respect to any Protected Property or direct or indirect interest therein will be treated as a Protected Property Disposition.
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Restrictions on Dispositions of Protected Properties. (a) The Partnership agrees for the benefit of each Sale Restriction Partner, for the term of the Protected Period applicable to such Sale Restriction Partner, not to directly or indirectly sell, exchange, or otherwise dispose of any Protected Property.
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Restrictions on Dispositions of Protected Properties. (a) Subject to Section 2(b), during the Protected Period, neither EGPLP nor any entity in which EGPLP holds a direct or indirect interest will consummate, directly or indirectly, a sale, transfer, exchange, or other disposition of any Protected Property or any interest therein in a transaction that results in the recognition by any WD Indemnified Party of all or any portion of the Built-In Gain.
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Restrictions on Dispositions of Protected Properties. (a) Subject to Section 2(b), Partnership agrees, for the benefit of Contributor, that neither Partnership nor any entity in which Partnership holds a direct or indirect interest will consummate a sale, transfer, exchange, or other disposition of any Protected Property (a “Protected Property Disposition”) during the Protected Period.
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Restrictions on Dispositions of Protected Properties 
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Related to Restrictions on Dispositions of Protected Properties

  • Restrictions on Dispositions Shareholder agrees that, from and after the date of this Agreement and through the Effective Time, he or she will not take any action that will alter or affect in any way the right to vote the Shares, except (i) with the prior written consent of Bancorp or (ii) to change such right from that of a shared right of Shareholder to vote the Shares to a sole right of Shareholder to vote the Shares.

  • Restrictions on Disposition The Stockholder hereby agrees, except as permitted in this Section 4(a) and Section 4(b) below, not to directly or indirectly, offer to sell, contract to sell, transfer, assign, cause to be redeemed or otherwise sell or dispose of any of the Parent Shares (collectively a "Disposition") received by the stockholder in connection with the Merger without the prior written consent of Cordiant. Notwithstanding anything to the contrary provided in this Agreement, the Stockholder shall have the right to transfer Parent Shares (i) to any Family Member, (ii) to the trustee or trustees of a trust solely (except for remote contingent interests) for the benefit of the Stockholder and/or one or more Family Members and/or a charitable organization (a "Family Member Trust"), (iii) to a foundation created or established by the Stockholder, or any other charitable organization, (iv) to a corporation of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding capital stock, (v) to a limited liability company of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding membership interests, (vi) to a partnership of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the partnership interests, (vii) to the executor, administrator or personal representative of the estate of the Stockholder or any other Family Member, or (viii) to any guardian, trustee or conservator appointed with respect to the assets of the Stockholder, provided, that in the case of any such transfer, the transferee shall execute an agreement to be bound by the terms of this Agreement (each such transfer, a "Permitted Transfer" and, collectively, the "Permitted Transfers"). For purposes of this Agreement, "Family Member" shall mean (a) the Stockholder's spouse, if living with the Stockholder, (b) any one of the following: the Stockholder's father, mother, issue, brother or sister, and the issue of a brother or sister, and (c) the spouse of any Family Member described in (b) above, if the spouse shall be living with that Family Member. The Stockholder hereby agrees and consents to the entry of stop transfer instructions with Cordiant's transfer agent against the transfer of such Parent Shares except in compliance with this Agreement. Notwithstanding the foregoing, the Stockholder may pledge, hypothecate or otherwise grant a security interest in all or a portion of the Parent Shares beneficially owned by him during the term of this Agreement; provided, however, that any Person receiving such Parent Shares shall be subject to all of the restrictions on Disposition of such Parent Shares imposed by this Agreement to the same extent as the Stockholder.

  • Limitations on Dispositions of Collateral The Debtor will not sell, transfer, lease, or otherwise dispose of any of the Collateral, or attempt, offer or contract to do so other than dispositions of Inventory in the ordinary course of the Debtor’s business; provided, however that the Debtor will be allowed to grant licenses to its products and related documentation in the ordinary course of business and to establish or provide for escrows of related intellectual property in connection therewith.

  • Limitations on Disposition No Grantor will sell, license, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted by the Credit Agreement.

  • Further Limitations on Disposition The Purchaser further agrees not to make any disposition directly or indirectly of all or any portion of the Shares unless and until:

  • Limitation on Disposition of Property Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

  • Limitation on Restrictions on Distributions from Restricted Subsidiaries (a) The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

  • Restrictions on Investments The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:

  • Use and Disposition of Collateral None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Collateral or shall grant any other Lien in respect of the Collateral, except as expressly permitted by Section 6.02

  • Limitations on Asset Sales (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

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