Additional Transfer Restrictions. (a) No transfer of the Residual Certificates shall be made unless the Master Servicer has consented in writing to such transfer. No Residual Certificate may be transferred to a Disqualified Organization. The Master Servicer will not consent to any proposed transfer (i) to any investor that it knows is a Disqualified Organization or (ii) if the transfer involves less than an entire interest in a Residual Certificate unless (A) the interest transferred is an undivided interest or (B) the transferor or the transferee provides the Master Servicer with an Opinion of Counsel obtained at its own expense to the effect that the transfer will not jeopardize the REMIC status of any related REMIC. The Master Servicer's consent to any transfer is further conditioned the Master Servicer's receipt from the proposed transferee of (x) a Residual Transferee Agreement, (y) a Benefit Plan Affidavit, and (z) either (A) if the transferee is a Non-U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 7-A to Exhibit 7 to the Standard Terms and a certificate of the transferor stating whether the Class R Certificate has "tax avoidance potential" as defined in Treasury Regulations Section 1.860G-3(a)(2), or (B) if the transferee is a U.S. Person, an affidavit in substantially the form attached as Exhibit 7-B to Exhibit 7 to the Standard Terms. In addition, if a proposed transfer involves a Private Certificate, (1) the Master Servicer or the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration or qualification exemption(s) relied upon to exempt the transfer from registration under the Act and all applicable state securities or "blue sky" laws, and (2) if the transfer is to be made within three years after the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, the Master Servicer or the Trustee also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Trustee or the Master Servicer. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the initial transfer of the Residual Certificates or their transfer by a broker or dealer, if such broker or dealer was the initial transferee. Notwithstanding the fulfillment o...
Additional Transfer Restrictions. 7.5.1 Notwithstanding any provision of this Agreement to the contrary, and subject to the limitations in Sections 7.1 through 7.4, a Partner's ability to Transfer all or any portion of its interest as a Partner in the Partnership shall be subject to the following additional restrictions:
Additional Transfer Restrictions. Notwithstanding any other provision of this Agreement, the Employee shall not transfer, assign, encumber or otherwise dispose of any of the Restricted Shares which are subject to the Repurchase Right.
Additional Transfer Restrictions. Notwithstanding anything herein to the contrary, no Member may, without the prior written consent of the Manager, Transfer all or any portion of its Membership Interests to the extent such Transfer (a) would violate any applicable securities laws, or (b) would cause a termination of the LLC for federal income tax purposes.
Additional Transfer Restrictions. Investor further acknowledges that the Securities are subject to certain additional transfer restrictions set forth in the Stockholder Agreement and any proposed transfer of the Securities will be subject to compliance with such restrictions. Investor understands that the certificate(s) evidencing the Securities will be imprinted with a legend in substantially the form set forth in Section 1.3 hereof that indicates that the transfer of the Securities is prohibited unless in compliance with such restrictions.
Additional Transfer Restrictions. Without the prior approval of the Majority Holders, which approval shall not be unreasonably withheld or delayed, neither Brand nor any Brand Transferee, whether acting alone or in concert with any other Person, shall enter into a Contract to Transfer, arrange for the Transfer of or Transfer to any Person or group (as defined pursuant to Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended) (other than to Brand or a Brand Transferee), directly or indirectly or through one or more intermediaries, in a single transaction or a series of related transactions, any Shares then beneficially owned by Brand or such Brand Transferee or any interest therein, if immediately following the consummation of such Transfer, such acquiring Person or group, together with any Affiliates thereof (or Affiliate of any member of such group), would be the beneficial owner, directly or indirectly, of 20% or more of the outstanding Shares (including as outstanding for such purpose any Shares issuable upon exercise of any Rights to be acquired from Brand or a Brand Transferee in such transaction and all other Rights beneficially owned by any such Affiliate, Person, group or member thereof). For purposes of this Section 2.3, the Majority Holders shall be deemed to have approved a Transfer pursuant to this Section 2.3 if Brand or the Brand Transferee, as the case may be, gives written notice to the Purchasers of his, its or their intention to make a Transfer pursuant to this Section 2.3, which notice shall include the terms and conditions of such Transfer, the names of the proposed acquiring Person or group and the proposed closing date of such Transfer, and Brand or the Brand Transferee, as the case may be, shall not have received within 10 days thereafter a written notice from the Majority Holders objecting to the proposed Transfer.
Additional Transfer Restrictions. The transfer and exchange of Book-Entry Notes or beneficial interests therein shall be affected through the Depository, in accordance with this Indenture and the procedures of the Depository therefor, which shall include restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in a Book-Entry Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Book-Entry Note in accordance with the transfer restrictions set forth in the Section 2.04 and on the legends on the forms of the Notes.
Additional Transfer Restrictions. (a) Notwithstanding any other provisions of this Article VIII, no Transfer of Units or any other interest in the Company may be made unless in the opinion of counsel (who may be counsel for the Company), satisfactory in form and substance to the Board of Managers and counsel for the Company (which opinion may be waived, in whole or in part, at the discretion of the Board of Managers), such Transfer would not (i) violate any federal securities laws or any state securities or “blue sky” laws (including any investor suitability standards) applicable to the Company or the interest to be Transferred or any applicable federal or state competition laws, (ii) cause the Company to be required to register as an “investment company” under the Investment Company Act of 1940, as amended, or (iii) cause the Company to be deemed to be a publicly traded partnership as such term is defined in Section 7704(b) of the Code.
Additional Transfer Restrictions. From and after the expiration of the Lock-Up Period, Spectrum shall not, and shall cause its Affiliates not to, directly or indirectly, dispose of any Equity Securities of the Company to any other Person that, to the knowledge of Spectrum, after reasonable inquiry (including, where practicable, obtaining a representation of the ownership of Equity Securities of such transferee), would have beneficial ownership of Equity Securities in excess of four and nine-tenths of a percent (4.9%) of the outstanding Equity Securities of the Company after giving effect to such transaction; provided, however, that the restrictions in this Section 3.2 shall not apply to any sales of Equity Securities of the Company on a national stock exchange or pursuant to a widely distributed underwritten public offering.
Additional Transfer Restrictions. Exhibit A attached hereto sets forth additional transfer restrictions applicable to the shares of Stock issued or issuable to Participant under this Agreement. Such Exhibit may be amended from time-to-time in the manner set forth therein.
