General Prohibition on Transfer. No Holder shall sell, assign, transfer, pledge, encumber or in any way dispose of ("Transfer") any Company Securities unless (i) such Holder has complied with the provisions of this Section 2, (ii) the transferee (if other than the Company or a transferee of Company Securities pursuant to a transaction set forth in clause (iv) of the definition of Exempt Transfers (as set forth in Section 2(c)) has agreed to become a party to, and be bound by the terms of, this Agreement and has executed a supplemental agreement hereto in form and substance reasonably satisfactory to the Company, and (iii) such Holder has delivered to the Company an opinion of such Holder's counsel, in form and substance reasonably satisfactory to the Company, to the effect that such Transfer is either exempt from the registration requirements of the Securities Act and the applicable securities laws of any state or that such registration requirements have been complied with.
General Prohibition on Transfer. During the term of this Agreement, and except with the prior written consent of CanHoldco or as otherwise permitted by this Agreement, no Transfers of the Common Shares and the general partner units and limited partnership units in Capital LP are permitted.
General Prohibition on Transfer. No Shares or Convertible Securities now or in the future held by a Shareholder or any interest therein may be dealt with or Transferred except as contemplated in this Agreement. A purported Transfer of any Shares or Convertible Securities in violation of this Agreement shall not be valid. Any Shareholder that purports to Transfer any Shares or Convertible Securities in violation of this Agreement agrees to donate and hereby donates to the Corporation all dividends and distributions paid or made on any Shares or Convertible Securities so Transferred during the period of the prohibited Transfer. The provisions of the immediately preceding sentence are in addition to, and not in lieu of, any other remedies to enforce the provisions of this Agreement. Any permitted Transfer made in compliance with this Agreement, other than to a Permitted Transferee or pursuant to Section 5.2(b) or 5.2(c), shall require the approval of the Board of Directors which shall be provided in accordance with the provisions of Section 2.1.
General Prohibition on Transfer. During the term of this Agreement, and except with the prior written consent of BPY or as otherwise permitted by this Agreement, no Transfers of the Common Shares are permitted.
General Prohibition on Transfer. None of the Members shall transfer their membership in the Corporation, other than in accordance with Article 11.11.
General Prohibition on Transfer. None of the Stockholders shall sell, assign, transfer, pledge, encumber or in any way dispose of ("TRANSFER") any Shares unless (i) such Stockholder shall have delivered to the Company an opinion of counsel to such Stockholder, in form and substance reasonably satisfactory to the Company, to the effect that such Transfer is exempt from the registration requirements of the Securities Act or (ii) the registration requirements of the Securities Act have been complied with in connection with such Transfer, provided, however, that the Company shall be entitled in its sole discretion to waive the requirement that an opinion of counsel be delivered pursuant to this Section 3(a) if it determines that a Transfer is in accordance with applicable law.
General Prohibition on Transfer. Except as expressly provided in this Article 4, no Shareholder may Transfer the Shares that such Shareholder owns, or the Shareholder's rights under this Agreement, unless prior to doing so the other Shareholders consent in writing. The provisions of this Section 4.2 will apply to any Transfer of Shares even if the Shareholder is Transferring such Shares together with or in conjunction with other assets.
General Prohibition on Transfer. During the continuance of this Agreement, none of the Shareholders shall deal with any Corporation Securities or any interest therein or Transfer any Corporation Securities now or hereafter held by such Shareholder except in accordance with this Agreement. A purported Transfer of any Corporation Securities in violation of this Agreement shall not be valid and, to the maximum extent permitted by law, the Corporation shall not register, nor permit any transfer agent to register, any such Corporation Securities on the securities register of the Corporation, nor shall any voting rights attaching to or relating to such Corporation Securities be exercised, nor shall any purported exercise of such voting rights be valid or effective, nor shall any dividend or distribution be paid or made on such Corporation Securities (but any such denied dividend or distribution shall be paid when the breach is cured). Each Shareholder that purports to make a Transfer of any Corporation Securities in violation of this Agreement agrees to donate and hereby donates to the Corporation all dividends and distributions paid or made on such Corporation Securities during the period of such prohibited Transfer (but any such donated dividend or distribution shall be paid when the breach is cured). The provisions of the immediately preceding sentence are in addition to, and not in lieu of, any other remedies to enforce the provisions of this Agreement. For the avoidance of doubt, no party hereto shall avoid the provisions of this Agreement by making one or more Transfers permitted by section 3.4 and then disposing of all or any portion of such party’s interest in such Person.
General Prohibition on Transfer. No Member will Transfer any record, beneficial or other interest in any Units now owned or hereinafter acquired by such Member, or any Remaining Commitment Amount of such Member, without first obtaining the unanimous prior written consent of the Board, which consent, in each case, may be granted or withheld in the Board’s sole discretion, except (x) pursuant to an Exempt Transfer made pursuant to Section 9.1(d), (y) a Transfer conducted in compliance with the provisions of this Section 9.1, Section 9.2, Section 9.3, Section 9.5, Section 9.6, Section 9.9, Section 9.10, Section 9.11 and Section 9.12, as applicable, or (z) a Permitted Syndication made pursuant to Section 9.1(c).
General Prohibition on Transfer. No Stockholder may Transfer any of its Shares without the prior written consent of the other Stockholder(s), except in the case of: (i) a Permitted Transfer (as defined in Section 3.3); (ii) a Transfer by VGS to its members or a Family Member of any of its members or to a trust wholly controlled by, or for the sole benefit of, its members or a Family Member of any of its members, provided that all Shares transferred remain subject to the terms of this Agreement, including, without limitation, Article III, Section 4.1, Article V, Article VIII and Article IX; or (iii) a Transfer by Elite, due to a restructuring of, or a sale of substantially all of the assets of, Elite.
