Transfer of Note. Each provision of this Note shall be and ---------------- remain in full force and effect notwithstanding any negotiation or transfer hereof and any interest herein to any other Holder or participant.
Transfer of Note. This Note has not been and is not being registered under the provisions of the 1933 Act or any state securities laws and this Note may not be transferred unless (1) the transferee is a Permitted Transferee and (2) the Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold or transferred without registration under the 1933 Act. Prior to any such transfer, such transferee shall have represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the Registration Statement and the prospectus included therein, each as amended or supplemented to the date of transfer to such transferee, and the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with the SEC pursuant to the 1934 Act and which are incorporated by reference in such prospectus as of the date of such transfer. If such transfer is intended to assign the rights and obligations under (x) Sections 4, 5 and 9 of the Note Purchase Agreement, such transfer shall otherwise be made in compliance with Section 9(h) of the Note Purchase Agreement and (y) the Registration Rights Agreement to which the Holder is entitled to the benefits such transfer shall otherwise be made in compliance with Section 9 of such Registration Rights Agreement.
Transfer of Note. Holder may, at any time, sell, transfer or assign this Note, the Guaranty, the Deed of Trust and any of the Loan Documents, and any or all servicing rights with respect to this Note, or grant participations in this Note or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in this Note. Holder may forward to any prospective purchaser or any rating agency rating securities all documents and information Holder now has or may acquire, as Holder determines necessary or desirable, including, without limitation, financial information regarding Maker, its general partners, shareholders, members or other principals.
Transfer of Note. This Note shall not be transferable or assignable in any manner, except to affiliates of Investor, and no interest shall be pledged or otherwise encumbered by the Holders without the express written consent of the Company, and any such attempted disposition of this Note or any portion hereof shall be of no force or effect.
Transfer of Note. The Holder may sell, transfer or otherwise dispose of all or any part of this Note (including without limitation pursuant to a pledge) to any person or entity as long as such sale, transfer or disposition is the subject of an effective registration statement under the Securities Act of 1933, as amended, and applicable state securities laws, or is exempt from registration thereunder, and is otherwise made in accordance with the applicable provisions of the Securities Purchase Agreement. From and after the date of any such sale, transfer or disposition, the transferee hereof shall be deemed to be the holder of a Note in the principal amount acquired by such transferee, and the Company shall, as promptly as practicable, issue and deliver to such transferee a new Note identical in all respects to this Note, in the name of such transferee. The Company shall be entitled to treat the original Holder as the holder of this entire Note unless and until it receives written notice of the sale, transfer or disposition hereof.
Transfer of Note. Holder may, at any time, sell, transfer or assign this Note, the Deed of Trust and the Related Agreements, and any or all servicing rights with respect to this Note, or grant participations in this Note or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in this Note. Holder may forward to any prospective purchaser or any rating agency rating securities all documents and information Holder now has or may acquire, as Holder determines necessary or desirable, including, without limitation, financial information regarding Maker, its general partners, shareholders, members or other principals. * * * * * [Signature Page Follows]
Transfer of Note. This Note has not been and is not being registered under the provisions of the 1933 Act or any state securities laws and this Note may not be transferred prior to the date that is two years after the Issuance Date unless (1) such transferee is (x) an "accredited investor" (as defined in Regulation D under the 1933 Act) or (y) a QIB in a transfer that meets the requirements of Rule 144A and (2) the Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold or transferred without registration under the 1933 Act. Before any such transfer prior to the date that is two years after the Issuance Date, such transferee shall have represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or financial prospects of the Company and the Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with the SEC pursuant to the 1934 Act. In addition, this Note may not be transferred (except by operation of law) without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed; provided, however, that (a) such consent of the Company shall not be required for (1) any transfer after the occurrence of an Event of Default if any Event of Default shall be continuing or a Repurchase Event shall have occurred and (2) any transfer to an Affiliate of the Holder or any Person who is an investment fund which has the same investment adviser as the Holder or whose investment adviser is an Affiliate of the Holder's investment adviser and (b) in the case of a proposed transfer of this Note to a Person (other than a Person described in the preceding clause (a) of this proviso) the Company reasonably determines is one of its competitors, is a Person with whom the Company is or has been opposed in a dispute in litigation, or is a Person with whom the Company is engaged in a significant business dispute, the Company may withhold its consent in its sole discretion and shall so notify the Holder promptly.
Transfer of Note. Issuer shall not transfer any obligations hereunder without Holder’s prior written consent, which may be withheld in Holder’s sole and absolute discretion. With the prior written consent of Issuer, which shall not be unreasonably withheld, conditioned, or delayed, Holder may participate, sell, assign, transfer or otherwise dispose of all or any portion of its interest in this Note (including Holder’s rights, title, interests, remedies, powers and duties hereunder) to a purchaser, participant, any syndicate, or any other Person (each, a “Note Purchaser”). In connection with any such disposition (and thereafter), Holder may, with adequate safeguards of confidentiality in a manner satisfactory to Issuer, disclose any financial information Holder may have concerning Issuer to any such Note Purchaser or potential Note Purchaser.
Transfer of Note. This Note may be transferred subject to the restrictions set forth in the Purchase Agreement. Upon any such transfer, the holder shall send written notice to the Company specifying the new holder's name and address. The term "Note" as used herein includes this Note and any notes or other evidences of indebtedness issued in exchange for or in respect of this Note or any portion hereof.
Transfer of Note. The Noteholder shall have the right to sell, assign, transfer or negotiate all or part of this Note to one or more of its Xxxx Xxxxxxx Affiliates. In the case of any sale, assignment, transfer or negotiation of all or part of this Note authorized under this Section 1.4, the assignee, transferee or recipient shall have, to the extent of such sale, assignment, transfer or negotiation, the same rights, benefits and obligations as it would if it were the Noteholder with respect to such Note or the loans evidenced thereby.
