Restrictions on Transferability of Interests Sample Clauses

Restrictions on Transferability of Interests. From and after the Closing Date, neither NYBE nor WCCI shall transfer its ownership interest in the Project Facility except to the other party; provided, however, that either party may transfer a portion of its interest to an Affiliate prior to the exercise of a put or call option pursuant to Section 3.11 so as to preserve the existence of the Project Entity following such purchase. A transfer means any disposition of an interest or any interest therein, including, without limitation, any sale, gift, assignment, pledge or encumbrance, whether such disposition occurs voluntarily, by operation of law or otherwise.
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Restrictions on Transferability of Interests. From and after the Closing Date, neither SGH-SUB, JOINT VENTURE PARTNER or any JOINT VENTURE PARTNER Affiliate shall transfer its ownership interest in any Project Entity except to the other party; provided, however, that SGH-SUB may transfer a portion of its interest to an Affiliate prior to the exercise of a put or call option pursuant to Section 3.8 so as to preserve the existence of the Project Entity following such purchase. A transfer means any disposition of an interest or any interest therein, including, without limitation, any sale, gift, assignment, pledge or encumbrance, whether such disposition occurs voluntarily, by operation of law or otherwise. The organizational documents of JOINT VENTURE PARTNER shall provide at all times that the beneficial ownership interests of each beneficial owner shall be subject to a right of first refusal in favor of JOINT VENTURE PARTNER, and to the extent not exercised then to the other owners of JOINT VENTURE PARTNER, and then to the extent not exercised to SGH-SUB. Further, at the time of each Closing, JOINT VENTURE PARTNER shall obtain from each such owner, written assurance in a form acceptable to SGH-SUB, that such owner is not subject to any litigation, arbitration, proceeding, governmental investigation, citation or action of any kind pending, or to the knowledge of such Person, proposed or threatened against them which could have a material adverse effect on the transactions contemplated hereby.
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Restrictions on Transferability of Interests. Although the Company is a reporting company under Section 12 of the 1934 Securities and Exchange Act, Overlake realizes that the Stock in the Company is not, and will not be, registered under the Securities Act of 1933, as amended (the "Act") or under the securities laws of any state. Overlake also understands that the Company has not agreed to register the Stock in the Company for distribution in accordance with the provisions of the Act or any applicable state securities laws, and that the Company has not agreed to comply with any exemption under the Act or any such laws for the resale of the Stock in the Company. Hence, Overlake understands that by virtue of the provisions of certain rules relating to "restricted securities" promulgated under the Act, the interest in the Company which Overlake has subscribed for hereby must be held indefinitely, unless and until subsequently registered under the Act and applicable state securities laws or unless an exemption from registration is available, in which case Overlake may still be limited with respect to the extent to which such interest may be transferred.
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Restrictions on Transferability of Interests. From and after the date hereof, neither ALS nor ALE shall transfer any of its Percentage Interest in any ALS-Northeast Entity except to the other party or pursuant to the Collateral Assignment Agreement; provided, however, that ALS may transfer a nominal portion of its Percentage Interest in a Project Entity to an ALS Affiliate prior to the exercise and closing of a Put or Call Option solely to preserve the existence of such Project Entity following such purchase. Any purported transfer prohibited by this Section 3.11 shall be void ab initio, and shall be deemed a breach of both this Agreement and the Operating Agreement of the applicable ALS-Northeast Entity. A transfer means any disposition of a Percentage Interest, including, without limitation, any sale, gift, assignment, pledge or encumbrance, whether such disposition occurs voluntarily, by operation of law or otherwise. A transfer shall be deemed to have occurred by ALE in violation of the foregoing restriction if a combination of Messrs. Michxxx X. Xxxxxxx, Xxchxxx
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Restrictions on Transferability of Interests. No Member shall have any right to sell, transfer, or assign an interest in the Company without the written consent and approval of all of the Managing Member. The purchaser, transferee, or assignee of an interest in the Company shall not become a Member of the Company except as provided for in Section 6.2 hereof.
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Restrictions on Transferability of Interests. Neither ALS nor HCR shall transfer its ownership interest in DEVCO except to the other Party or to one of the transferring party's wholly-owned Affiliates. For purposes of this Section 8.1, a "transfer" means any disposition of an interest or any interest therein, including, without limitation, any sale, gift, assignment, pledge or encumbrance, whether such disposition occurs voluntarily, by operation of law or otherwise; provided, however, that transfer shall not include a merger, consolidation or other business combination of a Party with or into another Person or the sale or disposition of all or substantially all of the assets of a Party (in one or a series of transactions).
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Restrictions on Transferability of Interests. From and after the date hereof, neither ALS nor ALE shall transfer any of its Percentage Interest in any ALS-Northeast Entity except to the other party or pursuant to the Collateral Assignment Agreement; provided, however, that ALS may transfer a nominal portion of its Percentage Interest in a Project Entity to an ALS Affiliate prior to the exercise and closing of a Put or Call Option solely to preserve the existence of such Project Entity following such purchase. Any purported transfer prohibited by this Section 3.11 shall be void ab initio, and shall be deemed a breach of both this Agreement and the Operating Agreement of the applicable ALS-Northeast Entity. A transfer means any disposition of a Percentage Interest, including, without limitation, any sale, gift, assignment, pledge or encumbrance, whether such disposition occurs voluntarily, by operation of law or otherwise. A transfer shall be deemed to have occurred by ALE in violation of the foregoing restriction if a combination of Messrs. Michxxx X. Xxxxxxx, Xxchxxx X. Xxxxxxx xxx Mark X. Xxxxxxx (xx, upon their respective deaths, their Family Members) and trusts for the benefit of Michxxx X. Xxxxxxx, Xxrk X. Xxxxxxx xxx their sisters and their respective children cease to control ALE (a "ALE Change in Control") and any transfers of interests in ALE that do not result in a ALE Change in Control shall not be prohibited by this Section 3.11. No change or changes in ownership of ALS shall be deemed to be a transfer by ALS in violation of this Section 3.11.
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Related to Restrictions on Transferability of Interests

  • Restrictions on Transferability The Warrants and the Warrant Stock shall not be transferred, hypothecated or assigned before satisfaction of the conditions specified in this Section 9, which conditions are intended to ensure compliance with the provisions of the Securities Act with respect to the Transfer of any Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 9.

  • Limitations on Transferability This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

  • Restrictions on Transferability of Certificates (a) No offer, sale, transfer or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless registered under the Securities Act, or an exemption from the registration requirements of the Securities Act and any applicable state securities or "Blue Sky" laws is available and the prospective transferee (other than the Seller) of such Certificate signs and delivers to the Trustee an Investment Letter, if the transferee is an Institutional Accredited Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the immediately preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided that each such transferee shall be deemed to have made such representations and warranties contained in the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed transfer of any Certificate to a transferee other than a QIB, the Trustee may require an Opinion of Counsel that such transaction is exempt from the registration requirements of the Securities Act. The cost of such opinion shall not be an expense of the Trustee or the Trust Fund.

  • Non-transferability of Interest None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

  • Restrictions on Transfers (a) Except as provided in Section 4.8(e), notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed). The Partnership may issue stop transfer instructions to any Transfer Agent in order to implement any restriction on transfer contemplated by this Agreement.

  • Restriction on Transferability Prior to vesting and delivery of the Shares, neither the mPRSUs, nor the Shares or any beneficial interest therein, may be sold, transferred, pledged, assigned, or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the above, distribution can be made pursuant to will, the laws of descent and distribution, and if provided by the Administrator, intra-family transfer instruments, or to an inter vivos trust, or as otherwise provided by the Administrator. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.

  • Restrictions on Transfer (a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

  • Limits on Transferability The Restricted Stock Units granted under this Agreement may be transferred solely to a trust in which the Participant or the Participant’s spouse control the management of the assets. With respect to Restricted Stock Units, if any, that have been transferred to a trust, references in this Agreement to vesting related to such Restricted Stock Units shall be deemed to include such trust. Any transfer of Restricted Stock Units shall be subject to the terms and conditions of the Plan and this Agreement and the transferee shall be subject to the same terms and conditions as if it were the Participant. No interest of the Participant under this Agreement shall be subject to attachment, execution, garnishment, sequestration, the laws of bankruptcy or any other legal or equitable process.

  • Restrictions on Transfer of Units Until the vesting of, and lapse of the restrictions applicable to, any Units and the delivery of Shares in payment therefor, Units may not be sold, transferred, pledged, exchanged, hypothecated or disposed of by you and shall not be subject to execution, attachment or similar process.

  • Restrictions on Transfer, Etc Shareholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer any Owned Securities or Beneficially Owned Securities, other than any Transfer to members of Shareholder’s immediate family or a family trust of Shareholder (each a “Permitted Transferee”), but only if, in each case, prior to the effectiveness of the Transfer, the Permitted Transferee of such Owned Securities or Beneficially Owned Securities agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement) and notice of such Transfer, including the name and address of the Permitted Transferee, is delivered to Parent pursuant to Section 6.1 hereof; provided that Transfers to minor children shall be to their legal custodians who have the capacity and authority to be bound by the terms hereof on behalf of such minor children; and provided, further, that Shareholder shall remain liable for the breaches of any Permitted Transferees of the terms hereof, (ii) tender any Owned Securities or Beneficially Owned Securities into any tender or exchange offer or (iii) grant any proxy with respect to the Owned Securities or Beneficially Owned Securities, deposit the Owned Securities or Beneficially Owned Securities into a voting trust, enter into a voting agreement with respect to any of the Owned Securities or Beneficially Owned Securities or otherwise restrict the ability of Shareholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Shareholder further agrees to authorize and request Parent and the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Owned Securities or Beneficially Owned Securities (other than in respect of Transfers expressly permitted by this Section 2.3) and that this Agreement places limits on the voting of the Owned Securities or Beneficially Owned Securities.

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