Disposition and Transfers of Interests Sample Clauses

Disposition and Transfers of Interests. 30 7.1 Holding of Shares 30 7.2 Transfer Moratorium 30 7.3 Purchase and Sale of Remaining Interest 32 7.4 Change in Control 34 7.5 Purchase and Sale Agreement 35 ARTICLE 8. [INTENTIOANLLY DELETED] 35 ARTICLE 9. 35 9.1 Term of this Agreement 35 9.2 Termination and Cross-termination 35 9.3 Right of Terminating Party 36 ARTICLE 10. DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COMPANY 37 10.1 Limitations 37 10.2 Exclusive Causes 37 10.3 Effect of Dissolution 38 10.4 Loss of the Company 38 10.5 Liquidation 39 10.6 Dissolution 39 ARTICLE 11. DISTRIBUTIONS 40 11.1 Use of Cash 40 11.2 Distributions Upon Liquidation 40 11.3 Withholding 40 11.4 Distributions in Kind 41 11.5 Limitations on Distributions 41 ARTICLE 12. MISCELLANEOUS 41 12.1 Amendments 41 12.2 No Waiver 41 12.3 Entire Agreement 42 12.4 Further Assurances 42 12.5 Notices 42 12.6 Governing Law 42 12.7 Construction; Interpretation 43 12.8 Rights and Remedies Cumulative 43 12.9 No Assignment; Binding Effect 43 12.10 Severability 43 12.11 Counterparts 44 12.12 Dispute Resolution; Arbitration 44 12.13 Third-Party Beneficiaries 45 12.14 Specific Performance 45 12.15 Consequential Damages 46 12.16 Fees and Expenses 46 SCHEDULES Schedule A List of Transaction Documents Schedule B Overseas Customers Schedule C Shareholders and Percentage Interest Schedule D Majority Board Control Items Schedule E Insurance Policies At Closing Schedule F List of Actions Requiring A Supermajority Vote of Shareholders Schedule G List of Actions Requiring A Supermajority Vote of Directors Schedule H Initial Business Plan Schedule I Form of Articles of Incorporation Schedule J Competitors JOINT VENTURE OPERATING AGREEMENT OF PHOTRONICS DNP MASK CORPORATION This JOINT VENTURE OPERATING AGREEMENT (together with the Schedules, as amended or otherwise modified from time to time, this “Agreement”) is made and entered into as of the 20th day of November, 2013, by and between Photronics, Inc., a corporation organized under the laws of the state of Connecticut, U.S.A, with its principal place of business at 00 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxx, X.X.X. (“Photronics”) and Dai Nippon Printing Co., Ltd., a corporation organized under the laws of Japan with its principal place of business at 0-0, Xxxxxxxx Xxxxxxx 0-xxxxx, Xxxxxxxx-xx, Xxxxx, Xxxxx (“DNP”), with respect to Photronics DNP Mask Corporation, whose name as of the date of this Agreement is Photronics Semiconductor Mask Corporation (the “Company”), a company limited by shares org...
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Disposition and Transfers of Interests. 65 9.1 Holding of Membership Interest 65 9.2 Transfer Moratorium 65 9.3 Transfers 65 9.4 Limitation on Number of Valuation Requests 74 9.5 Further Restrictions on Transfer 75 Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission.
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Disposition and Transfers of Interests 
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Related to Disposition and Transfers of Interests

  • Transfers of Interests The Transferee of any Interests shall be admitted to the LLC as a substitute member of the LLC on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Interests, and (ii) the recording of the Transfer of Interests and the Transferee’s name as a substitute member on the books and records of the LLC. Any Transfer of any Interests pursuant to this Section 7.1 shall be effective as of the registration of the Transfer of Interests in the books and records of the LLC and a Transferor of all of its Interest shall not cease to be a member of the LLC until the Transferee is admitted to the LLC as a member of the LLC.

  • Due on Sale and Encumbrance; Transfers of Interests (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the Properties. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, or any Gross Revenue; (iii) if Borrower, Operating Lessee or any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee or in any other Loan Party.

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • Transfers of Notes In the event that the holder of any Note (including any Lender) shall transfer such Note, it shall immediately advise Administrative Agent and Company of such transfer, and Administrative Agent and Company shall be entitled conclusively to assume that no transfer of any Note has been made by any holder (including any Lender) unless and until Administrative Agent and Company shall have received written notice to the contrary. Except as otherwise provided in this Agreement or as otherwise expressly agreed in writing by all of the other parties hereto, no Lender shall, by reason of the transfer of a Note or otherwise, be relieved of any of its obligations hereunder and any such transfer shall be in accordance with the terms hereof and the other Loan Documents. Each transferee of any Note shall take such Note subject to the provisions of this Agreement and to any request made, waiver or consent given or other action taken hereunder, prior to the receipt by Administrative Agent and Company of written notice of such transfer, by each previous holder of such Note, and, except as expressly otherwise provided in such transfer, Administrative Agent and Company shall be entitled conclusively to assume that the transferee named in such notice shall hereafter be vested with all rights and powers under this Agreement with respect to the Pro Rata Share of the Loans of the Lender named as the payee of the Note which is the subject of such transfer.

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