Prohibited Transfers; Transfers to Affiliates Sample Clauses

Prohibited Transfers; Transfers to Affiliates. Except as provided in this Section 8.1 or Section 8.2 or Section 8.3, no Member may Transfer all or any part of its Company Interest (or equity interests in a Member) (the "Offered Interest"). A Member may Transfer any Offered Interest to any Affiliate of such Member (a "Permitted Transfer") without the prior consent of any other Member and without the need to comply with Section 8.2 or Section 8.3 so long as (i) the Affiliate complies with the provisions of Section 9.1, (ii) the Affiliate agrees to be bound by all obligations of the Transferring Member, and (iii) the Transferring Member gives notice of the Transfer to the other Members and the Company prior to such Transfer. A Permitted Transfer under this Section 8.1 shall not relieve the Affiliate of any of its obligations prior to the Transfer. Each Member shall cooperate with all other Members with respect to transactions contemplated under this Section 8.1 that have either been approved as provided in this Section 8.1 or otherwise do not require approval, and shall do, execute and deliver all instruments, documents, consents, amendments and acts necessary to consummate such transactions contemplated under this Section 8.1.
View Source
Prohibited Transfers; Transfers to Affiliates. No Partner may, without the prior consent of all other Partners, sell, pledge, hypothecate, convey or otherwise transfer (collectively a "Transfer") all or any part of its Partnership Interest (or equity interests in a Partner) (the "Offered Interest") to any other Partner or third party without first complying with the provisions of Section 9.2 and Section 9.3; provided, however, that a Partner may Transfer any Offered Interest without the prior consent of any other Partner and without the need to comply with Section 9.2 or Section 9.3 to any Affiliate of such Partner so long as (i) the transferee complies with the provisions of Section 10.1 and (ii) the Transfer would have no materially adverse effect on the Partnership, any Partner or the operation of the Plant or the CT, including, without limitation, any effect on the regulatory status of the Plant or the CT or any increased permitting or licensing burden on the Partnership or any Partner. A permitted Transfer under this Section 9.1 shall not relieve the transferor of any of its obligations prior to the Transfer. Each Partner shall cooperate with all other Partners with respect to transactions contemplated under this Section 9.1 that have either been approved as provided in this Section 9.1 or otherwise do not require approval, and shall do, execute and deliver all instruments, documents, consents, amendments and acts necessary to consummate such transactions contemplated under this Section 9.1.
View Source

Related to Prohibited Transfers; Transfers to Affiliates

  • Transfers to Affiliates Notwithstanding the provisions of Section 7.1, a Partner may, without the consent of the other Partner, Transfer all or a portion of its Interest to an Affiliate of such Partner, so long as such Affiliate is admitted to the Partnership as a Partner pursuant to Section 7.3, and provided further that such Affiliate is not a Benefit Plan Investor.

  • Prohibited Transfers (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, that, if the Partnership is required to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the debts, obligations, or liabilities for damages that the transferor or transferee of such Units may have to the Partnership. (b) In the case of a transfer or attempted transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' fees and expenses) as a result of such transfer or attempted transfer and efforts to enforce the indemnity granted hereby.

  • Transfers to Permitted Transferees Prior to the transfer of Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), the Executive shall deliver to Investors a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Units transferred to such Person will continue to be Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Units in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and Investors shall not record such transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.

  • Transfers to QIBs The following provisions shall apply with respect to the registration or any proposed registration of transfer of a Note constituting a Restricted Note to a QIB (excluding transfers to Non-U.S. Persons): (i) the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on such Holder’s Note stating, or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on such Holder’s Note stating, or has otherwise advised the Issuer and the Registrar in writing, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) if the proposed transferee is an Agent Member, and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest in the Global Note, upon receipt by the Registrar of instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note in an amount equal to the principal amount of the Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred.

  • Transfers to Non-U.S. Persons The following provisions shall apply with respect to any transfer or exchange of a Restricted Security to a Non-U.S. Person under Regulation S: (i) the Registrar shall register any proposed transfer or exchange of a Restricted Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor and such certifications, legal opinions and other information as the Issuers may reasonably require; and (ii) (A) if the proposed transferor is a Participant holding a beneficial interest in the Rule 144A Global Note or the IAI Global Note or the Note to be transferred or exchanged consists of Physical Notes, upon receipt by the Registrar of (x) the documents required by paragraph ‎(i) and (y) instructions in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and direct the Depository to decrease the principal amount of the Rule 144A Global Note or the IAI Global Note, as the case may be, in an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Note or the IAI Global Note, as the case may be, to be transferred or exchanged or cancel the Physical Notes to be transferred or exchanged, and (B) if the proposed transferee is a Participant, upon receipt by the Registrar of instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and direct the Depository to increase the principal amount of the Permanent Regulation S Global Note in an amount equal to the principal amount of the interest in the Rule 144A Global Note, interest in the IAI Global Note or the principal amount of the Physical Notes, as the case may be, to be transferred or exchanged.