Affiliate Transferees Sample Clauses

Affiliate Transferees. For the avoidance of doubt, the provisions of this Section 4.6 shall not apply to any transfers to Affiliated Transferees.
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Affiliate Transferees. For purposes of this Section 6.4, “Affiliate Transferee” means the recipient of an Excluded Warrant from a Warrant Purchaser or HGV (an “Excluded Warrant Transferor”)
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Affiliate Transferees. Bound As a condition to any sale, assignment, transfer or other disposition by a Shareholder of its interest in any Common Shares to an Affiliate (the "Affiliate Transferee"), the Affiliate Transferee shall agree in writing to be bound, and shall be deemed to be bound, by the terms and conditions of this Agreement. In the event that a Shareholder who has a right to nominate directors pursuant to section 3.1 transfers all of its interest in the Common Shares held by it to an Affiliate Transferee, the Affiliate Transferee shall thereafter be deemed to have such right to nominate directors pursuant to section 3.1 and shall be entitled to exercise such right as if such right were originally granted to the Affiliate Transferee hereunder.
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Affiliate Transferees. To the extent the Preferred Stockholders transfer any shares of their Preferred Stock pursuant to Section 4.E. of the Amended and Restated Shareholder Agreement dated as of the date hereof (the "Shareholders Agreement") by and among High Speed Access Corp., the holders of the Common Shares of the Company listed on Schedule I attached thereto, and the holders of the Preferred Shares of the Company listed on Schedule II attached thereto, such resulting transferees receiving, holding or owning such Preferred Stock shall receive, hold, own and vote such Preferred Stock subject to the terms and conditions of this Agreement and such transferee shall become a signatory hereto by executing a conformed counterpart of this Agreement. Except as provided in Section 1.E hereof, if such transferee attempts to further transfer such shares of Preferred Stock, the subsequent transferee, if not also an Affiliate of the original transferring Preferred Stockholder, shall not be considered an Affiliate for the purposes of Sections 1.D and 1.E specifically, and this Agreement in general.
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Affiliate Transferees. Notwithstanding anything to the contrary in this Article 7, but subject to Sections 7.4, 7.6 and 7.7. (but not subject to Sections 7.3 and 7.5), Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord’s consent, to any partnership, corporation or other entity which controls, is controlled by, or is under common control with Tenant or Tenant’s parent (control being defined for such purposes as ownership of at least 50% of the equity interests in, or the power to direct the management of, the relevant entity) or to any partnership, corporation or other entity resulting from a merger or consolidation with Tenant or Tenant’s parent, or to any person or entity which acquires substantially all the assets of Tenant as a going concern (collectively, an “Affiliate”), provided that (i) Landlord receives prior written notice of an assignment or subletting, if possible, and if not possible then Landlord received notice of the assignment or subletting as soon as reasonably practicable after the date thereof, (ii) the Affiliate’s net worth is not less than Tenant’s net worth immediately prior to the assignment or subletting, (iii) the proposed transfer is not entered into as a subterfuge to evade the obligations and restrictions relating to transfers set forth in this Article 7, (iv) the Affiliate assumes (in the event of an assignment) in writing all of Tenant’s obligations under this Lease, (v) Landlord receives a fully executed copy of an assignment or sublease agreement between Tenant and the Affiliate, and (vi) there has been delivered to Landlord a fully executed counterpart of Landlord’s consent to sublease form or, in the case of an assignment to an Affiliate, a form in which the Affiliate acknowledges that occupancy of the Premises by Affiliate is subject to this Lease in which the Affiliate provides waivers and releases to the same extent as provided by Tenant under this Lease. If Tenant does not promptly provide Landlord with all instruments and information required hereunder which are reasonably required to document that the proposed assignment or sublease is a transfer to an Affiliate not requiring Landlord’s consent hereunder, then Landlord may, at Landlord’s election made by written notice to Tenant, treat the transfer or notice of the assignment or sublease as a notice of intent to assign or sublet to a non-Affiliate, and all of Landlord’s rights hereunder with respect to a proposed assignment or sublease to a non-Aff...
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Related to Affiliate Transferees

  • Affiliate Transfers (a) Subject to the provisions of Section 12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under any Collateral Agreement.

  • Affiliate Transactions Borrower shall not enter into, or be a party to, any transaction with an Affiliate of Borrower or any of the partners, members or shareholders, as applicable, of Borrower except in the ordinary course of business and on terms which are no less favorable to Borrower or such Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party.

  • Certain Affiliate Transactions EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice B-1 Tranche A Term Loan Note B-2 Tranche B Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement F Certificate Re Non-bank Status G Effective Date Certificate H Counterpart Agreement I Master Pledge and Security Agreement J Mortgage K Landlord Agreement L Borrowing Base Certificate M Form of Confirmation of Grant N Form of Release O Form of EBITDA Certificate AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of September 30, 2001, is entered into by and among EQUINIX OPERATING CO., INC., a Delaware corporation, as the Borrower ("OpCo"), EQUINIX, INC., a Delaware corporation, as a Guarantor ("Company"), and CERTAIN SUBSIDIARIES OF THE COMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX CREDIT PARTNERS L.P. ("GSCP"), as Joint Lead Arranger, Joint Book Runner and Syndication Agent (in such capacity, "Syndication Agent"), XXXXXXX XXXXX BARNEY INC., as Joint Lead Arranger (in such capacity, together with GSCP, the "Joint Lead Arrangers"), and Joint Book Runner (in such capacity, together with GSCP, the "Joint Book Runners"), CITICORP USA, INC., as Administrative Agent (together with its permitted successors and assigns in such capacity, "Administrative Agent") and CIT LENDING SERVICES CORPORATION, as Collateral Agent (together with its permitted successors and assigns in such capacity, "Collateral Agent").

  • Limitation on Affiliate Transactions (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, make, amend or conduct any transaction (including making a payment to, the purchase, sale, lease or exchange of any property or the rendering of any service), contract, agreement or understanding with or for the benefit of any Affiliate of the Company (an “Affiliate Transaction”) unless:

  • Permitted Transferees The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Registrable Securities to a Permitted Transferee of that Holder. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.4 will be effective unless the Permitted Transferee to which the assignment is being made, if not a Holder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Permitted Transferee will be bound by, and will be a party to, this Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section 4.4 may not again transfer those rights to any other Permitted Transferee, other than as provided in this Section 4.4.

  • Employee Loans and Affiliate Transactions (a) Other than a Permitted Sale-Leaseback, no Credit Party shall enter into or be a party to any transaction with any other Credit Party or any Affiliate thereof except in the ordinary course of and pursuant to the reasonable requirements of such Credit Party’s business and upon fair and reasonable terms that are no less favorable to such Credit Party than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of such Credit Party. In addition, if any such transaction or series of related transactions involves payments in excess of $1,000,000 in the aggregate, the terms of these transactions must be disclosed in advance to Agent and Lenders. All such transactions existing as of the date hereof are described in Disclosure Schedule (6.4(a)).

  • Permitted Transferee 26 Person ......................................................................................26

  • Subsequent Transferees A transferee to whom rights are transferred pursuant to this Section 3 may not again transfer such rights to any other Person, other than as provided in Sections 3.1 or 3.2 above.

  • Certificate Transfer Restrictions The Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity (each, a "Benefit Plan"). By accepting and holding a Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan.

  • Trust Certificate Transfer Restrictions No Trust Certificate or any interest therein may be acquired or held by or for the account of, or with the assets of, a Benefit Plan. By accepting and holding a Trust Certificate, the Holder thereof shall be required to have represented and warranted that it is not a Benefit Plan and that it is not acquiring and will not hold such Trust Certificate or any interest therein for the account of, or with the assets of, a Benefit Plan.

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