Restrictions on Indirect Transfers Clause Samples

Restrictions on Indirect Transfers. The transfer restrictions set forth in this Section 4 shall not be capable of being avoided by the holding of Equity Securities indirectly through a company or other entity that can itself be sold or transferred in order to dispose of an interest in Equity Securities free of such restrictions. Any Transfer or other disposal of any direct or indirect shares (or other interest) in a holder of Equity Securities or of any company (or other entity) holding shares directly or indirectly in a holder of Equity Securities shall be treated as being a Transfer of the Equity Securities held by such holder of Equity Securities (as applicable), and the provisions of this Section 4 shall thereupon apply in respect of the Equity Securities so held.
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Restrictions on Indirect Transfers. Prior to the earlier of the termination of the Option and this Agreement and the JV Formation Date, none of Golden Entities shall Transfer, or agree to Transfer, directly or indirectly, any of its rights and interests in each other or in JVCO or OPCO without the prior written consent of Barrick, which consent Barrick may withhold in its sole discretion. Prior to the earlier of the termination of the Option and this Agreement and the JV Formation Date, the Golden Entities shall not permit OCPO or JVCO to issue any shares or other securities to any Person other than JVCO (in the case of OPCO) or Golden Lux (in the case of JVCO) and none of Silex, Golden Spain or Golden Lux shall issue any shares or other securities to any Person other than to any of the Golden Entities, without the prior written consent of Barrick, which consent Barrick may withhold in its sole discretion. None of the provisions of this Section 14.33 shall be deemed to apply to or limit a change of Control of Golden US.
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Restrictions on Indirect Transfers. Fabled may not Transfer, or agree to Transfer, directly or indirectly, any of its rights and interests in Fabled Mexico, or any subsequent Affiliate to which a Transfer is made under Section 9.3 hereof, without the prior written consent of GMC, which consent GMC may withhold in its sole discretion. Fabled Mexico, or any subsequent Affiliate to which a Transfer is made under Section 9.3 hereof, shall not, and Fabled shall not permit the Fabled Mexico, or any subsequent Affiliate to which a Transfer is made under Section 9.3 hereof, or any other wholly or partially owned subsidiary of Fabled that holds, directly or indirectly any shares of the Fabled Mexico, including but not limited to the Fabled Nominee Shareholder, or any subsequent Affiliate to which a Transfer is made under Section 9.3 hereof,, to issue any shares or other securities to any Person save and except Fabled, without the prior written consent of GMC, which consent GMC may withhold in its sole discretion. Notwithstanding anything contained in this Article 9, nothing in this Agreement shall prevent Fabled itself from undertaking a change of control, merger, amalgamation, a sale of assets other than the Property or the Existing Data, or any other corporate transaction and no such transaction shall trigger any right of consent on the part of GMC hereunder.
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Related to Restrictions on Indirect Transfers

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

  • Restrictions on Investments The Borrower will not, and will not --------------------------- permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America and its agencies that mature within five (5) years from the date of purchase by the Borrower; (b) demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess of $1,000,000,000; (c) securities commonly known as "commercial paper" issued by a corporation organized and existing under the laws of the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than "P 1" if rated by ▇▇▇▇▇'▇ Investors Services, Inc., and not less than "A 1" if rated by Standard and Poor's; (d) Investments existing on the date hereof and listed on Schedule 7.3 hereto; -------- --- (e) Investments with respect to Indebtedness permitted by (S)7.1(g); (f) Investments by the Borrower in Subsidiaries; (g) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $3,000,000 in the aggregate at any time outstanding; (h) Obligations of a State, Territory or a possession of the United States of America, or any political subdivision of any of the foregoing, or of the District of Columbia, the interest on which is exempt from federal income taxation under Section 103(a)(1) of the Internal Revenue Code of 1986, as amended, which at the time of purchase have been rated "M1G1", if rated by ▇▇▇▇▇'▇ Investor Services, Inc. and not less than "A-1" or "SP-1", if rated by Standard and Poor's and which mature within one year from the date of issue; (i) Repurchase agreements secured by any one or more of the Investments in which the Company is permitted to invest in pursuant to this (S)7.3(a), (b) and (c); (j) Corporate and mortgage-backed securities having a maturity of not more than five years and which at the time of purchase have been rated, and the ratings for which are not less than "A" if rated by Standard and Poor's or its equivalent if rated by any other rating agency; (k) Investments in joint ventures, partnerships and corporations that are engaged in the health care, health insurance and health care information technology industries; and (l) Investments in any mutual or other similar fund which invests exclusively in any of the Investments described above in (S)7.3.

  • Restrictions on Intercompany Transfers The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtedness.

  • Restriction on Transfers No Partner shall Transfer or attempt to Transfer any of the Partnership Interests now owned or hereafter acquired by such Partner except to an Authorized Transferee of such Partner in accordance with this Agreement. In the event of any purported or attempted Transfer of Partnership Interests that does not comply with this Agreement, the purported transferee or successor by operation of law shall not be deemed to be a Partner of the Partnership for any purpose and shall not be entitled to any of the rights of a Partner of the Partnership, including, without limitation, the right to vote the Partnership Interests or to receive a certificate for Partnership Interests or any distributions of any kind on or with respect to Partnership Interests. Any purported or attempted Transfer of Partnership Interests made other than in accordance with the provisions of this Agreement shall be void ab initio and the last holder of record who acquired such Partnership Interests in a manner not contrary to the provisions of this Agreement shall be recognized as the holder of such Partnership Interests for all purposes and the Partnership Interests shall continue to be treated as Partnership Interests for all purposes under this Agreement, shall be deemed owned by such recognized holder for purposes of the operation of this Agreement and shall continue to be subject to the terms of this Agreement. The substitution of a trustee of a Partner shall not be prohibited by this Section 8.2, provided that the substitute trustee has executed and delivered to the Partnership a counterpart of this Agreement agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Partner in accordance with the terms of this Agreement.

  • Restrictions on Transfers (a) Except as provided in Section 4.7(c) below, but notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable U.S. federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed), or (iv) cause the Partnership to be subjected to the provisions of the U.S. Investment Company Act of 1940, as amended. (b) The General Partner may impose restrictions on the transfer of Partnership Interests if it receives an Opinion of Counsel that such restrictions are necessary to avoid a significant risk of (i) the Partnership becoming taxable as a corporation or otherwise becoming taxable as an entity for U.S. federal income tax purposes or (ii) the Partnership being subjected to the provisions of the U.S. Investment Company Act of 1940, as amended. The General Partner may impose such restrictions by amending this Agreement; provided however, that any amendment that would result in the delisting or suspension of trading of any class of Limited Partner Interests on the principal National Securities Exchange on which such class of Limited Partner Interests is then traded must have, prior to such amendment being effected, Special LP Approval. (c) Nothing contained in this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Partnership Interests entered into through the facilities of any National Securities Exchange on which such Partnership Interests are listed for trading. (d) Each Certificate evidencing Partnership Interests shall bear a conspicuous legend in substantially the following form or such other form as the General Partner shall determine in its sole discretion: THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF STEEL PARTNERS HOLDINGS L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF STEEL PARTNERS HOLDINGS L.P. UNDER THE LAWS OF THE STATE OF DELAWARE, C) CAUSE STEEL PARTNERS HOLDINGS L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED), OR (D) CAUSE STEEL PARTNERS HOLDINGS L.P. TO BE SUBJECTED TO THE PROVISIONS OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED. STEEL PARTNERS HOLDINGS GP INC., THE GENERAL PARTNER OF STEEL PARTNERS HOLDINGS L.P., MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF STEEL PARTNERS HOLDINGS L.P. BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES OR CAUSING STEEL PARTNERS HOLDINGS L.P. TO BE SUBJECTED TO THE PROVISIONS OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS TRADED.