Transfers Generally. Tenant shall not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease or any interest therein, nor sublease the whole or any part of the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise (each of the foregoing being a "Transfer"), without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent shall be null and void. In determining whether to grant consent to a proposed Transfer, Landlord may reasonably consider any relevant factor, including but not limited to the experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use of the Leased Premises following the Transfer is similar to that of Tenant, or otherwise reasonably satisfactory to Landlord and appropriate for a first-class high rise office building in the Bellevue Central Business District; whether the other party to the proposed Transfer is a person with whom Landlord is presently negotiating for a lease of space in the Building or in any other building owned by an Affiliate of Landlord; whether the other party to the proposed Transfer is a governmental agency or any party by whom any suit or action could be defended on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee, sublessee, or transferee has a net worth, and financial strength and credit record, satisfactory to Landlord (provided that if the financial condition of the proposed assignee, sublessee, or transferee is at least equal to the net worth of Tenant or Guarantor (whichever is greater) at the time of this Lease it shall be satisfactory to Landlord); whether use of the Leased Premises by the proposed assignee, sublessee, or transferee will not violate or create any potential violation of any laws; whether the type and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might r...
Transfers Generally. The Member may sell, transfer, assign, hypothecate, pledge or otherwise dispose of or encumber all or any part of its Interest. If a Member transfers or assigns all its Interest (other than by way of hypothecation, pledge or encumbrance) it shall cease to be a Member.
Transfers Generally. Except as otherwise provided in Section 5 and subject to the Issuer's consent, which shall not be unreasonably withheld (as measured by the Stockholders Agreement), the Restricted Securities shall be transferable only upon the conditions specified in this Section 4 and in Section 7, which conditions are intended to insure compliance with the provisions of the Securities Act and applicable state securities laws in respect of the transfer of any Restricted Securities.
Transfers Generally. (a) Transfers of Partnership Interests may only be made in strict compliance with all applicable terms of this Agreement, and any purported Transfer of Partnership Interests that does not so comply with all applicable provisions of this Agreement shall, to the fullest extent permitted by law, be null and void and of no force or effect, and no Managing General Partner acting on behalf of the Partnership generally or any Series shall recognize or be bound by any such purported Transfer or effect any such purported Transfer on the transfer books of the Partnership generally or any Series. The Partners agree that the restrictions contained in this Article IV are fair and reasonable and in the best interests of the Partnership, each Series and the Partners.
Transfers Generally. Except as otherwise permitted by Section 5 hereof, the Restricted Securities shall only be transferable upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of Regulation Y and the Securities Act in respect of the transfer of any Restricted Securities. Any Holder shall, by its acceptance of any Warrant hereunder, be deemed to have made the representations, warranties and agreements set forth in Section 2.03 hereof on the date of such acceptance.
Transfers Generally. 16 4.02 Transfers of Restricted Securities Pursuant to Registration Statements and Rule 144, Etc..................16 (i)
Transfers Generally. Except as provided in this Section 2, no Shareholder shall have the right to Transfer all or any portion of his or her Shares other than to an existing shareholder of the Corporation without the prior written consent of the Board of Directors of the Corporation.
Transfers Generally. The Restricted Securities shall be transferable only upon the conditions specified in this Article IV and in Article VI, which conditions are intended to ensure compliance with the provisions of the Securities Act and applicable state securities laws in respect of the transfer of any Restricted Securities.
Transfers Generally. Owner may sell, assign, transfer or convey, without User’s consent, all of the Golf Courses, any individual Golf Course or any portion of any Golf Course, or any interest therein. If the subject transaction involves a sale, assignment, transfer or conveyance of all of the Golf Courses, then this Agreement shall be assigned to the applicable transferee such that such transferee shall become successor Owner as if an original party to this Agreement. If the subject transaction involves a sale, assignment, transfer or conveyance of any individual Golf Course (or several Golf Courses but not all of the Golf Courses), then (a) subject to Section 16.2 below, this Agreement shall remain in full force and effect with respect to the Golf Course(s) not transferred to the applicable transferee, and (b) a Severance Agreement with such transferee shall be entered into with respect to the Golf Course(s) transferred to the applicable transferee as described in Section 16.2 below. If the subject transaction involves a sale, assignment, transfer or conveyance of a portion (but not all) of any individual Golf Course, then (i) this Agreement shall remain in effect so long as such Golf Course is not thereby rendered Unsuitable for Its Primary Intended Use, and (ii) none of the Golf Course Use Payments shall be adjusted; provided, however, that if the applicable Golf Course is rendered Unsuitable for Its Primary Intended Use, then (A) this Agreement shall terminate with respect to such Golf Course as of the closing of such transaction, and (B) commencing upon the date of such termination, (1) the CES Use Fee shall be adjusted in accordance with the CES Use Fee Reduction Amount and (2) the Minimum Rounds Per Month and the Minimum Rounds Per Year shall each be adjusted in accordance with the Minimum Rounds Reduction Amount (and the Complimentary Golf Rounds Fee shall be re-determined in connection therewith). If Owner (including any successor Owner) shall convey all of the Golf Courses, any individual Golf Course or any portion of any Golf Course, then Owner shall be released from all future liabilities and obligations of Owner under this Agreement with respect to the Golf Course(s) or the applicable portion of a Golf Course (provided such conveyance of such portion of the Golf Course does not affect the Primary Intended Use of the remaining portion of such Golf Course as an eighteen (18) hole golf course) transferred to the applicable transferee upon the later of (x) such convey...
Transfers Generally. No Stockholder shall Transfer any Shares held or Beneficially Owned (whether as of the date hereof or subsequently acquired) by such Stockholder, unless such Transfer is made in accordance with the requirements of this Article III, as may be applicable, and any purported Transfer in violation of this Article III shall be null and void ab initio.
