TRANSFERS OF INTERESTS; RIGHT OF FIRST REFUSAL; PLEDGES Sample Clauses

TRANSFERS OF INTERESTS; RIGHT OF FIRST REFUSAL; PLEDGES. 9.01 Restrictions on Transfers of LLC Interests. (a) Except as specifically permitted under this Article IX, no Member shall, directly or indirectly, sell, assign, transfer or otherwise dispose of (such transactions being herein collectively called "Transfers"), all or any part of such Member's Interest without the prior written consent of all Unaffiliated Members, and any such Transfer made in violation of the foregoing shall be void ab initio. Any of the following (each, an "Upper Tier Transfer"), whether accomplished directly or indirectly, by contract, operation of law, voluntarily or involuntarily, shall be deemed a Transfer for purposes hereof: (i) any Transfer of (x) any partnership interest in any Member that is a partnership, (y) any stock in any Member that is a corporation or (z) any membership, legal or beneficial interest in any Member that is a limited liability company, trust or other entity; (ii) (x) the admission of any additional partner to any Member that is a partnership, (y) the issuance of additional stock in any Member that is a corporation or (z) the -45- issuance of any additional membership, legal or beneficial interest in any Member that is a limited liability company, trust or other entity; and (iii) the occurrence of any of the transactions described in Section 9.01(a)(i) or Section 9.01(a)(ii) with respect to any partnership, corporation, limited liability company, trust or other entity that is itself an owner of any direct of indirect interest in a Member, or any other transaction, howsoever effected, which changes the beneficial ownership of a Member from that existing on the date hereof. (b) Notwithstanding the provisions of (a) above, the Reckson Members, on the one hand, and the NYSTRS Members, on the other hand, may Transfer all or a portion, of their Interests to an Affiliate without the other's consent, provided that such Transfer does not cause a termination of the LLC under Section 708 of the Code.
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TRANSFERS OF INTERESTS; RIGHT OF FIRST REFUSAL; PLEDGES. 9.01 Restrictions on Transfers of LLC Interests. (a) Except as specifically permitted under this Article IX, no Member shall, directly or indirectly, sell, assign, transfer or otherwise dispose of (such transactions being herein collectively called "Transfers") all or any part of such Member's Interest without the prior written consent of all Unaffiliated Members, and any such Transfer made in violation of the foregoing shall be void ab initio. An Upper Tier Transfer shall be deemed a Transfer for the purposes hereof. Notwithstanding the foregoing, subject to Sections 9.03 and 9.04 in each case: (i) Reckson OP, One Court Square Member LLC, Reckson Member, at any time without the requirement of any consent or compliance with any other procedures or conditions precedent in this Agreement, may Transfer its respective direct or indirect ownership interests in the LLC, or any portion thereof, to an Affiliate so long as such Affiliate is one hundred percent (100%) owned, directly or indirectly, by Reckson OP. (ii) Each Investor Entity, at any time without the requirement of any consent or compliance with any other procedures or conditions precedent in this Agreement, may Transfer its respective direct or indirect ownership interests in the LLC, or any portion thereof, to another Investor Entity (or to a wholly owned Affiliate). (iii) SSPF, at any time without the requirement of any consent or compliance with any other procedures or conditions precedent in this Agreement, may Transfer its respective direct or indirect ownership interests in the LLC, or any portion thereof, to any trust (or wholly owned Affiliate thereof) formed after the date hereof, which trust shall acquire a portfolio of assets from SSPF and be advised by the advisor to SSPF or another Acceptable Advisor ("SSPF Replacement Trust"). (iv) Reckson, at any time without the requirement of any consent or compliance with any other procedures or conditions precedent in this Agreement, may Transfer up to and including twenty percent (20%) of all of the Interests in the LLC (i.e., not merely twenty percent (20%) of Reckson's Interest) held by Reckson Members to an Australian Limited Property Trust to be formed by Reckson, provided such trust shall either be (A) a passive limited liability interest in the LLC or (B) controlled by Reckson OP. (v) At any time without the requirement of any consent or compliance with any other procedures or conditions precedent in this Agreement, transfers of units or inter...
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TRANSFERS OF INTERESTS; RIGHT OF FIRST REFUSAL; PLEDGES. 9.01 Restrictions on Transfers and Pledges of LLC Interests (a) The term "transfer" or "Transfer" when used in this Agreement shall mean any sale, assignment, conveyance, gift or transfer.
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Related to TRANSFERS OF INTERESTS; RIGHT OF FIRST REFUSAL; PLEDGES

  • Company Right of First Refusal (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

  • Company’s Right of First Refusal Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

  • Right of First Offer So long as (i) there then exists no Default of Tenant, (ii) the initially named Tenant pursuant to Section 1.1 hereof (and any successor of Tenant by merger or any other entity which controls, is controlled by or is under common control with the Tenant set forth in Section 1.1 above) shall occupy the entire Premises, and (iii) this Lease is still in full force and effect, then if Landlord shall desire to lease all or any space within the Building for a period commencing on or after the Commencement Date, Landlord shall so notify Tenant, and shall identify the space available (the "Offered Space") together with the rental rate and other terms and conditions (collectively, the "Terms") under which in good faith it intends to offer such space to third parties and the date on which such Offered Space is expected to be available. Tenant may irrevocable elect to lease the Offered Space on the Terms by giving notice thereof to Landlord within five (5) days after Tenant's receipt of notice from Landlord of the Terms. If Tenant shall have so elected to lease the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant on the Terms, Tenant acknowledging, however, that the term applicable to such Offered Space may not coincide with the term applicable to the Premises initially demised hereunder. If Tenant shall fail to give notice of its election to lease the Offered Space within the aforesaid 5-day period, then Tenant shall have no further rights under this Section and Landlord shall thereafter be free to lease any or all of such Offered Space or any other space in the Building to a third party or parties from time to time on such terms and conditions as it may deem appropriate, it being agreed that time is of the essence with respect to the exercise of Tenant's rights under this Section. For purposes of the first sentence of this Section, the term "lease" shall not include (a) the leasing of any space then leased to or occupied by, or the extension or renewal of a lease with, any then existing tenant or occupant, (b) the exercise of any expansion option, right of first offer, or right of first refusal by any tenant of the Industrial Center pursuant to a lease in effect prior to the date of this Lease, or (c) the lease of any space to any entity controlling, controlled by or under common control with, or otherwise affiliated with Landlord. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. LANDLORD: TENANT: KEEP YOUR DAY JOB, LLC ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, a Delaware corporation a Delaware limited liability company Name: By: MANSFIELD LAND LLC Title: a Massachusetts limited liability company Its: Manager By: NDNE REALTY, INC. a Massachusetts corporation Its: Manager By:_____________________________ Name: Its: AMB PROPERTY, L.P. a Delaware limited partnership By: AMB PROPERTY CORPORATION a Maryland corporation By: ________________________ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Its: Vice President Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, CFO ▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Needham, MA 02192 Telephone: ( ) Telephone: ( ) Facsimile: ( ) Facsimile: ( ) Executed at: Executed at: LANDLORD'S REMEDIES IN EVENT OF TENANT DEFAULT ADDENDUM This Remedies Addendum is part of the Lease dated ______________________ by and between KEEP YOUR DAY JOB LLC and ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ for the premises known as ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇.