Certain Permitted Transfers Sample Clauses
The 'Certain Permitted Transfers' clause defines specific circumstances under which a party may transfer its rights or interests under an agreement without breaching restrictions on assignment or transfer. Typically, this clause allows transfers to affiliates, subsidiaries, or in connection with mergers, acquisitions, or corporate reorganizations, provided certain conditions are met. Its core function is to provide flexibility for business restructuring or internal transfers while maintaining overall control over who may assume contractual rights and obligations, thereby balancing operational needs with the other party’s interest in knowing and approving new counterparties.
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Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Common Shares to any unaffiliated third party, but in the case of this clause (iii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by Executive and (B) the number of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares sold by the Investors in such sale and the denominator of which is the total number of Common Shares held by the Investors prior to the sale; provided that, if at the time of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares pursuant to a Transfer in accordance with the provisions of this Section 4(b)(i) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares pursuant to this Section 4(b), the transferring holder of Carried Shares will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).
Certain Permitted Transfers. The restrictions contained in this Section 4 will not apply with respect to transfers of the Restricted Shares pursuant to applicable laws of descent and distribution; provided that the restrictions contained in this Section 4 will continue to be applicable to the Restricted Shares after any such transfer; and provided further that the transferee(s) of such Restricted Shares must agree in writing to be bound by the provisions of the Plan and this Award.
Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to (i) transfers of shares of Executive Stock pursuant to applicable laws of descent and distribution or (ii) transfer of shares of Executive Stock among Executive's Family Group; provided that such restrictions will continue to be applicable to the Executive Stock after any such transfer and the transferees of such Executive Stock have agreed in writing to be bound by the provisions of this Agreement.
Certain Permitted Transfers. Except as otherwise provided in this Section 9.3, notwithstanding Section 9.2, the following Transfers (the “Permitted Transfers”) may be made at any time and from time to time, without restriction and without notice to, approval of, filing with, consent by, or other action of or by, any Member or other Person, so long as, in the case of a Transfer by a Class B Member, such Transfer does not result, and is not reasonably expected to result, in any recapture, loss or disallowance of all or a portion of a Tax Credit:
(a) The grant of any security interest in any Membership Interest pursuant to any pledge or security agreement any Member may enter into with lenders; provided, however, that the requirements in Section 9.2(a), Section 9.2(d), Section 9.2(e), Section 9.2(f) and Section 9.2(h) shall be satisfied in respect of any such grant of a security interest;
(b) Any Transfer in connection with any foreclosure or other exercise of remedies in respect of any Membership Interest subject to a security interest referred to in Section 9.3(a); provided, however, that the requirements in Sections 9.2(a) through 9.2(f) and Section 9.2(h) shall be satisfied in respect of any such Transfer;
(c) Any Transfer to a non-Member Affiliate in accordance with Section 9.4; provided, however, that the requirements in Section 9.2(b), Section 9.2(c), Section 9.2(d), Section 9.2(e), Section 9.2(f) and Section 9.2(h) shall be satisfied in respect of any such Transfer;
(d) A sale of Class A Membership Interests pursuant to Section 9.4 of this Agreement; and
(e) Any Transfer of a Class A Membership Interest by Investor after the Recapture Period; provided, that the requirements in Section 9.2(a) through Section 9.2(d) and in Section 9.2(f) through Section 9.2(h) shall be satisfied. No Permitted Transfer shall release the transferring Member from any liabilities to the Company or the other Members arising prior to or in connection with such Permitted Transfer.
Certain Permitted Transfers. The restrictions contained in this Section 5 will not apply with respect to Transfers of shares of Executive Stock (i) pursuant to applicable laws of descent and distribution, (ii) among Executive's Family Group, or (iii) at such times as the Investors sell shares of Common Stock in a Public Offering, but in the case of this clause (iii) only to the extent of the lesser of (x) the number of vested shares of Executive Stock held by Executive and (y) the number of shares of Executive Stock held by Executive multiplied by a fraction, the numerator of which is the number of shares of Common Stock sold by the Investors in such Public Offering and the denominator of which is the total number of shares of Common Stock held by the Investors immediately prior to the initial Public Offering; provided that if any Other Executives are permitted but do not elect to Transfer any vested shares of Other Executive Stock pursuant to the applicable Other Executive Stock Agreement (the aggregate amount of such shares not Transferred being "Excess Shares"), then the number of vested shares of Executive Stock permitted to be Transferred pursuant to clause (y) above will be increased by the result of the number of Excess Shares multiplied by a fraction, the numerator of which is the number of vested shares of Executive Stock held by Executive and the denominator of which is the aggregate number of vested shares of Executive Stock and Other Executive Stock held by Executive and all Other Executives electing to transfer additional vested shares of Other Executive Stock pursuant to similar provisions of the applicable Other Executive Stock Agreement; and provided, further, that the restrictions contained in this Section 5 will continue to be applicable to the shares of Executive Stock after any Transfer of the type referred to in clause (i) or (ii) and the transferees of such shares of Executive Stock will agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Stock pursuant to a transfer in accordance with the provisions of this Section 5(b) is herein referred to as a "Permitted Transferee." Upon the transfer of Executive Stock pursuant to this Section 5(b), Executive will deliver a written notice (a "Transfer Notice") to the Company. In the case of a Transfer pursuant to clause (i) or (ii) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).
Certain Permitted Transfers. Notwithstanding any other provision of this Agreement to the contrary, each Non-▇▇▇▇ Party shall be entitled from time to time to Transfer any or all of the Restricted Securities held by it to (i) any of its Affiliates, (ii) in the case of each of the Note Investor Parties, its employees, (iii) in the case of each of the Note Investor Parties, to a transferee of Notes in connection with the Transfer of such Notes (or an affiliate of such transferee), (iv) in the case of the FS Entities, beginning on April 12, 2003, on a pro rata basis to the partners of such Transferor, (v) in the case of any Non-▇▇▇▇ Party (including any transferee that receives shares from an FS Entity pursuant to clause (iv) of this Section 2.3) who is an individual, (A) such Transferor's spouse or direct lineal descendants (including adopted children) or antecedents, (B) a charitable remainder trust or trust, in each case the current beneficiaries of which, or to a corporation or partnership, the stockholders or limited or general partners of which, include only such transferor and/or such transferor's spouse and/or such transferor's direct lineal descendants (including adopted children) or antecedents, or (C) the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding Restricted Securities or (vi) in the case of a transferee from an FS Entity pursuant to clause (iv) of this Section 2.3 that is a corporation, partnership, limited liability company, trust or other entity, pro rata without payment of consideration, to its shareholders, partners, members, beneficiaries or other entity owners, as the case may be; provided that with respect to each of the -------- foregoing (x) any such transferee duly executes and delivers an Assumption Agreement, (y) each such transferee pursuant to clause (i) or (v) shall, and each such Transferring Non-▇▇▇▇ Party shall cause such transferee (and, if applicable, such transferee's spouse) to, Transfer back to such Transferring Non-▇▇▇▇ Party any Restricted Securities it owns prior to such transferee ceasing to satisfy any of the foregoing clause (i) or (v) of this Section 2.3 with respect to its relationship to such Transferring Non-▇▇▇▇ Party, and (z) (1) if requested by the Company the Company has been furnished with an opinion of counsel in connection with such Transfer, in form and substance reasonably satisfactory to the Company, that such Transfer is exempt from or not subject to the provisions of Sec...
Certain Permitted Transfers. The restrictions contained in this --------------------------- paragraph 4 shall not apply with respect to transfers of shares of Executive Stock (i) pursuant to applicable laws of descent and distribution or (ii) among Executive's family group; provided that such restrictions shall continue to be applicable to the Executive Stock after any such transfer and the transferees of such Executive Stock shall have agreed in writing to be bound by the provisions of this Agreement. Executive's "family group" means Executive's spouse and descendants (whether natural or adopted) and any trust solely for the benefit of Executive and/or Executive's spouse and/or descendants.
Certain Permitted Transfers. Notwithstanding anything to the contrary herein but subject to Section 8.01(b) and Section 8.01(c), the following Transfers shall be permitted:
(a) Any Transfer by any Member of its Units pursuant to a Disposition Event (as such term is defined in the certificate of incorporation of Pubco);
(b) Any grant of a bona fide security interest in, or a bona fide pledge of, Units to ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ & Co. or an affiliated entity or to any other financial institution that is approved by the Managing Member as collateral to secure indebtedness and any Transfer pursuant to the enforcement of such collateral;
(c) At any time, any Transfer by any Member of Units to any Transferee approved in writing by the Managing Member (not to be unreasonably withheld), it being understood that it shall be reasonable for the Managing Member to withhold such consent if the Managing Member reasonably determines that such Transfer would materially increase the risk that the Company would be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder; and
(d) The Transfer of all or any portion of a Member’s Units to a Permitted Transferee of such Member.
Certain Permitted Transfers. Notwithstanding the general prohibition on Transfers contained herein, the Company acknowledges and agrees that any Transfer in a private transaction which does not include a public distribution is permitted and need not require an opinion of counsel, provided, that prior to such Transfer, the transferee shall deliver to the Company a valid written undertaking to be bound by the terms of this Agreement.
Certain Permitted Transfers. Notwithstanding Section 3.1, the following Transfers of Covered Equity Securities shall be permitted by this Agreement (each, a “Permitted Transfer”):
(a) any Transfer of Covered Equity Securities to one or more wholly owned Subsidiaries of one or more of the Parties;
(b) any Transfer of Covered Equity Securities to Dynasty Trust A (or any trustee of Dynasty Trust A in their capacity as such) or one or more wholly owned Subsidiaries of Dynasty Trust A;
(c) any Transfer of Covered Equity Securities that occurs solely as a result of the operation of the Organizational Documents of the Management Trusts, Dynasty Trust A, the Lutnick 1999 Descendants’ Trust, the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2007 Descendants Trust and the Lutnick 2020 Descendants Trust (or any trustee of the foregoing in their capacity as such) (and for the avoidance of doubt, nothing in this Agreement shall be construed to override any direction set forth in such Organizational Documents);
(d) any Transfer of Covered Equity Securities beneficially owned by CFLP to one or more wholly owned Subsidiaries of CFLP; provided that, in each of cases (a), (b), (c) and (d), such Transfer shall be a Permitted Transfer only if both: (1) each Family Branch’s relative direct or indirect interest in the Covered Equity Securities is the same as after such Transfer as it was immediately prior to such Transfer; and (2) any recipient of such Transfer of Covered Equity Securities (or, if applicable, any heirs, assignees, executors, administrators, or other legal representatives of such Transferee) (the “Permitted Transferee”) shall execute a joinder in the form attached as Exhibit A with respect to such Covered Equity Securities if such Permitted Transferee (or Person controlling such Permitted Transferee) is not already a Party.