Transferability of the Note Clause Samples

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Transferability of the Note. Neither this Note nor any portion hereof nor any interest herein may be assigned or otherwise transferred to any Person without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) and compliance with the legend on the first page of this Note, and any attempted assignment or transfer without such consent and compliance shall be void, provided, that such consent and the opinion contemplated by such legend shall not be required for any sale, assignment or other transfer of this Note to an Affiliate of Payee (a “Permitted Transfer”). At or prior to any assignment or transfer hereof (other than a Permitted Transfer), the Payee agrees to cause any assignee or transferee of this Note to agree in writing to be bound by any confidentiality agreement in existence on the date of such assignment or transfer entered into by and among the Payee and the Company and to provide the Company with a copy thereof.
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Transferability of the Note. This Note may be transferred or assigned by the Holder without the consent of the Borrower. If this Note is transferred in any manner by the Holder, the rights, options and other provisions herein shall apply with equal effect in favor of any subsequent holder hereof. Notwithstanding anything to the contrary contained herein, under no circumstances shall the aggregate amount of interest paid or agreed to be paid hereunder exceed the highest lawful rate permitted under applicable usury law (the “Maximum Rate”) and the payment obligations of Borrower under this Note are hereby limited accordingly. If under any circumstances, whether by reason of advancement or acceleration of the maturity of the unpaid principal balance hereof or otherwise, the aggregate amounts paid on this Note shall include amounts which by law are deemed interest and which would exceed the Maximum Rate, Borrower stipulates that payment and collection of such excess amounts shall have been and will be deemed to have been the result of a mistake on the part of both Borrower and the holder of this Note, and the party receiving such excess payments shall promptly credit such excess (to the extent only of such payments in excess of the Maximum Rate) against the unpaid principal balance hereof and any portion of such excess payments not capable of being so credited shall be refunded to Borrower.
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Transferability of the Note. This Note shall only be transferable upon the explicit written consent of the Borrower.
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Transferability of the Note. Neither this Note, nor any rights of the Holder hereunder, may be transferred or assigned, in whole or in part, during the first 150 days after the Effective Date. Commencing with the first day following the expiration of the 150-day period referred to in the immediately preceding sentence, this Note may be transferred or assigned, in whole or in part, by the Holder without the prior written consent of the Company; provided however, the Holder must first give written notice of such intended transfer or assignment to the Company and to the administrative agents under the Senior Credit Facility and the Term Loan Facility, and the Company shall have 10 days to notify the Holder and to the administrative agents under the Senior Credit Facility and the Term Loan Facility, in writing that it wishes to acquire the entire Note. If the Company so notifies the Holder, the Company shall have 30 days from the date of such notice (from the Company to the Holder to consummate the acquisition of the Note. If the Company gives notice of its intent to purchase this Note and fails to purchase the Note during such 30-day period (other than through the fault of the Holder), the Holder shall no longer be obligated to notify the Company of the Holder’s intent to transfer or assign the Note. If the Note is acquired by the Company after the first 150 days after the Effective Date but on or prior to the first anniversary of the Effective Date, the acquisition price of the Note shall be the unpaid principal amount of the Note (including PIK interest) plus accrued and unpaid interest minus $25,000,000. If the Note is acquired by the Company after the first anniversary of the Effective Date, the acquisition price of the Note shall be the then outstanding principal amount of the Note (including PIK interest) plus accrued and unpaid interest. The Company may freely assign its rights under this paragraph to any Person that is an Affiliate of the Company, a Permitted Holder or any other equity investor in the Company, any affiliate of any such equity investor or any fund, investment account, other account or other investment vehicle managed by any such equity investor or by any such equity investor’s investment manager upon notice to the administrative agents under the Senior Credit Facility and the Term Loan Facility. Except as expressly set forth in the preceding paragraph, the Company may not transfer or assign, in whole or in part, its rights and obligations hereunder without the pri...
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Related to Transferability of the Note

  • Transferability of the Warrant Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Securities Act”) and limitations on assignments and transfers, including without limitation compliance with the restrictions on transfer set forth in Section 5, title to this Warrant may be transferred by endorsement (by the transferor and the transferee executing the assignment form attached as Exhibit B (the “Assignment Form”)) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

  • Transferability of Warrant Subject to Section 2(h) hereof, this Warrant may be transferred by a Holder, in whole or in part, without the consent of the Issuer. If transferred pursuant to this paragraph, this Warrant may be transferred on the books of the Issuer by the Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant at the principal office of the Issuer, properly endorsed (by the Holder executing an assignment in the form attached hereto) and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. This Warrant is exchangeable at the principal office of the Issuer for Warrants to purchase the same aggregate number of shares of Warrant Stock, each new Warrant to represent the right to purchase such number of shares of Warrant Stock as the Holder hereof shall designate at the time of such exchange. All Warrants issued on transfers or exchanges shall be dated the Original Issue Date and shall be identical with this Warrant except as to the number of shares of Warrant Stock issuable pursuant thereto.

  • Transferability of Option This Option is not assignable or transferable, in whole or in part, by the Optionee other than by will or by the laws of descent and distribution. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee or, in the event of his or her disability, by his or her guardian or legal representative.

  • NONTRANSFERABILITY OF THE OPTION The Option may be exercised during the lifetime of the Optionee only by the Optionee or the Optionee's guardian or legal representative and may not be assigned or transferred in any manner except by will or by the laws of descent and distribution. Following the death of the Optionee, the Option, to the extent provided in Section 7, may be exercised by the Optionee's legal representative or by any person empowered to do so under the deceased Optionee's will or under the then applicable laws of descent and distribution.

  • Transferability of Options During the lifetime of an Optionee, only such Optionee (or, in the event of legal incapacity or incompetency, the Optionee’s guardian or legal representative) may exercise the Option. No Option shall be assignable or transferable by the Optionee to whom it is granted, other than by will or the laws of descent and distribution.