Prohibited Transferees. Notwithstanding the foregoing, no Key Holder shall transfer any Transfer Stock to (a) any entity which, in the determination of the Board of Directors, directly or indirectly competes with the Company; or (b) any customer, distributor or supplier of the Company, if the Board of Directors should determine that such transfer would result in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier.
Prohibited Transferees. Notwithstanding the foregoing, no Shareholder shall transfer any Transfer Shares to (a) any Competitor or (b) any customer, distributor or supplier of the Company, if the Board should determine that such transfer would result in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier.
Prohibited Transferees. The following names are based on information available and minor discrepancies shall not be deemed to exclude such entities from the definition of Prohibited Transferees. Energoprom Group Graphite India Limited Electrocarbon S.A. (also known as Slatina) HEG Limited Henan Sanli Carbon Products Co., Ltd. Hunan Yinguang Carbon Co., Ltd. Xuzhou Jiang Long Carbon Co., Ltd. Jinneng Datong Carbon Co., Ltd. Kaifeng Carbon Company Limited Hebei Shuntian Electrode Co. Ltd, fka (Laishui Long Great Wall Electrode Co., Ltd.) Fangda Group (Fushun, Chengdu, Hefei and Lanzhou) Liaoyang Carbon Co., Ltd. Liaoyang Shoushan Carbon Factory Linyi County Lubei Carbon Co., Ltd. Linzhou Electrical Carbon Co., Ltd Linzhou Hongqiqu Electrical Carbon Co., Ltd. Nantong Yangzi Carbon Co., Ltd. (also known as Nantong River-East Carbon Joint Stock Co., Ltd.) Nippon Carbon Company, Co., Ltd. SEC Carbon Limited SGL Group Shandong Basan Carbon Co., Ltd. Shijiazhuang Huanan Carbon Factory Showa Denko K.K. Sinosteel Carbon Co., Ltd. (Jilin, Songjiang) Showa Denko Sichuan Carbon Co., Ltd. Superior Graphite Tokai Carbon Co., Ltd. Ukrainian Graphite Pubjsc (also known as Ukrainsky Grafit Company) Henglongjiang Xinyuan Carbon Co., Ltd. Pingdingshan Sanji Carbon Co., Ltd. Dandong Xinxing Carbon Co., Ltd. Neimeng Xinghe Xingyong Carbon Fushun Jinli Petrochemical Co., Ltd. Linghai Hongfeng Carbon Co., Ltd. Shanxi Zhiyao Carbon Co., Ltd. Xxxxxx Xxxx Carbon Co., Ltd. Xuzhou Jinno Graphite Co., Ltd. Datong Xincheng Carbon Co., Ltd. Shanxi Hongte - SGL JV Xinzhengshi Yudian Carbon Co., Ltd. Handan Huayuan Carbon Co., Ltd. Mersen S.A. Toyo Tanso Co. Ltd. Ibiden Co., Ltd. Xxxxxxxx 66 Company C-Chem Co., Ltd. Mitsubishi Nippon Steel Chemical Co. Sumitomo Corporation Xxxx Industries, Inc. The Xxxxxx Crucible Company PLC EXHIBIT B JOINDER AGREEMENT GrafTech International Ltd. Suite 000 Xxxx Xxxxxx Xxxxx 0000 Xxx Xxxx Xxxxxxxxx Xxxxxxxxxxxx, Xxxx 00000 Attention: General Counsel Ladies and Gentlemen: Reference is made to the Stockholder Rights Agreement, dated as of [●], 2015 (as such agreement may have been or may be amended from time to time) (the “Agreement”), by and among GrafTech International Ltd., a Delaware corporation, BCP IV GrafTech Holdings LP, a limited partnership formed under the laws of Delaware and any other parties identified on the signature pages of any joinder agreements substantially similar to this joinder agreement executed and delivered in accordance with the Agreement. Capitalized te...
Prohibited Transferees. Notwithstanding anything to the contrary in this Lease, Lessee shall not assign its rights under this Lease or sublet all or any part of the Premises to a person, firm or corporation which is (or, immediately prior to such subletting or assignment, was) a tenant or occupant of the Office Complex or the building located at 0000 Xxxxxxxx Xxxxxxx, Xxxxxx, Xxxxx, or any office building on property contiguous to the Office Complex owned by Lessor under the Lease.
Prohibited Transferees. Notwithstanding the foregoing, and subject to the provisions of Section 5, no Shareholder shall transfer any Shares to any Person that, in the determination of the Board directly or indirectly competes with the Company.
Prohibited Transferees. Notwithstanding the foregoing, no Stockholder shall transfer any Transfer Stock to (i) any entity which, in the determination of the Company’s Board of Directors, directly or indirectly competes with the Company; or (ii) any customer, distributor or supplier of the Company, if the Company’s Board of Directors should determine that such transfer would result in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier.
Prohibited Transferees. All Affiliates, successors and assigns of the entities listed on this Schedule I and such other Persons indicated by Seller from time to time and approved by Buyer, such approval not to be unreasonably withheld, shall be Prohibited Transferees, as defined and used in the Agreement. Xxxxxx, Xxxxxx & Co., L.P. LoanCore Capital, LLC Annaly Capital Management, Inc. Lone Star U.S. Acquisitions, LLC Apollo Commercial Real Estate Finance, Inc. Macquarie Group Limited Arbor Realty Trust Inc. Mesa West Capital, LLC Ares Commercial Real Estate Corporation NCH Capital Inc. Brookfield Investment Management Inc. Newcastle Investment Corp. Cantor Xxxxxxxxxx & Co. NorthStar Realty Finance Corp. CapitalSource Inc. OZ Management LP Children’s Investment Fund XX XXXX Financial Trust Colony Financial, Inc. Redwood Trust Inc. CreXus Investment Corp. Rialto Capital Management, LLC Fortress Credit Corp. XX Xxxxx Realty Corp. Guggenheim Partners, LLC Square Mile Capital Management, LLC H/2 Credit Manager LP Starwood Capital Group iStar Financial Inc. Starwood Property Trust, Inc. KKR & Co. L.P. TPG Capital Management, L.P. Ladder Capital Securities LLC Winthrop Capital Management, LLC EXHIBIT I CONFIRMATION STATEMENT Ladies and Gentlemen: Citibank, N.A., is pleased to deliver our written CONFIRMATION of our agreement to enter into the Transaction pursuant to which Citibank, N.A. shall purchase from you, [ ], LLC (“Seller”), the Purchased Loans identified in the Amended and Restated Master Repurchase Agreement, dated as of [ ], 2014 (the “Agreement”), between Citibank, N.A. (“Buyer”) and Parlex 2 Finance, LLC, Parlex 2A Xxxxx, LLC and any Person that joins as a Seller (as such term is defined in the Agreement) under the Agreement from time to time, as follows below and on the attached Schedule 1. Capitalized terms used herein without definition have the meanings given in the Agreement.
Prohibited Transferees. Notwithstanding anything in this Agreement to the contrary, no Stockholder (other than Xxxxx) shall Sell or Pledge any shares of Common Stock to any Prohibited Transferee, except pursuant to Sections 4.7 or 4.8.
Prohibited Transferees. Notwithstanding the foregoing, no ROFR Subject shall transfer any Transfer Unit to (a) any entity which, in the determination of the Board of Managers, directly or indirectly competes with the Company or (b) any customer, distributor or supplier of the Company, if the Board of Managers should determine that such transfer would result in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier (collectively, the “Prohibited Transferees”).
Prohibited Transferees. Notwithstanding the foregoing, no Key Holder shall transfer any Transfer Stock to (a) any entity that, in the determination of the Board of Directors, directly or indirectly competes with the Company; provided, however, that, for purposes of this Section 3.3, in no event shall the Board of Directors determine that Pig Improvement Company UK Limited (“PIC”), Anterra F&A Ventures I Coöperatief U.A. (“Anterra”), F-Prime Capital Partners Healthcare Fund IV LP (“F-Prime”), Novartis Institutes for BioMedical Research, Inc. (“Novartis”), E. I. du Pont de Nemours and Company (“DuPont”), PFM Healthcare Master Fund, L.P., Partner Investments, L.P., PFM Healthcare Growth Equity Holdings I, LLC (“PFM”), and its Affiliate funds, Zone III Healthcare Holdings, LLC (“Farallon”) and its Affiliate funds, Ridgeback Capital Management (“Ridgeback”) and its Affiliate funds, or AbbVie Inc. (“AbbVie”) or AbbVie Manufacturing Management Unlimited Company (as long as it remains an Affiliate of AbbVie) directly or indirectly competes with the Company or (b) any customer, distributor or supplier of the Company (which, for the avoidance of doubt shall not include AbbVie), if the Company’s Board of Directors should determine that such transfer would result in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier.
