Additional Conditions to Permitted Transfers. (a) As a condition to any Transfer to an Affiliated Successor permitted pursuant to Section 4.1, or any Transfer pursuant to Section 4.2 or Section 4.3, each transferee that is not a party hereto shall, prior to such Transfer, agree in writing to be bound by all of the provisions of this Agreement applicable to the Stockholders (and shall thereby become a Stockholder for all purposes of this Agreement). Any Transfer without compliance with such provisions of this Agreement shall be null and void and such transferee shall have no rights as a Stockholder of the Company. (b) Notwithstanding anything to the contrary contained in this Agreement, each Stockholder agrees that it will not effect a Transfer of shares of Company Stock to a Prohibited Transferee; provided, however, that nothing contained in this Section 4.5(b) shall be construed to prohibit a Transfer of Common Stock by a Stockholder after the IPO Date pursuant to an underwritten Registration or in accordance with the provisions of Rule 144. It shall be deemed a breach of this Section 4.5(b) by a Stockholder Beneficially Owning more than 10% of the Common Stock outstanding if any Prohibited Transferee shall acquire, directly or indirectly, in a private sale Beneficial Ownership of more than 33-1/3% of any class of equity securities or equity interest in, such Stockholder. (c) Subject to Section 4.2, prior to the IPO Date, the Cash Equity Investors and AT&T PCS may not Transfer shares of Series C Preferred Stock or Common Stock to any Person that is not an Affiliated Successor of such Stockholder or another Cash Equity Investor unless after giving effect to such Transfer each of such Stockholder and such Person shall after giving effect to such Transfer Beneficially Own more than the lesser of (x) five percent (5%) of the Common Stock, and (y) one-half of the Common Stock Beneficially Owned by the transferor on the date hereof, upon such Transfer unless the Transfer by such Cash Equity Investor or AT&T PCS is a Transfer of all of the shares of Series C Preferred Stock or Common Stock, as applicable, Beneficially Owned by it. Subject to Section 4.2, prior to the IPO Date, no Management Stockholder may effect more than one (1) Transfer of its shares of Common Stock to a Person that is not an Affiliated Successor of such Management Stockholder during any twelve (12) month period.
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Additional Conditions to Permitted Transfers. (a) As a condition to any Transfer to an Affiliated Successor permitted pursuant to Section 4.1, or any Transfer pursuant to Section 4.2 or Section 4.34.2, each transferee that is not a party hereto shall, prior to such Transfer, agree in writing to be bound by all of the provisions of this Agreement applicable to the Stockholders (and shall thereby become a Stockholder for all purposes of this Agreement). Any Transfer without compliance with such provisions of this Agreement shall be null and void and such transferee shall have no rights as a Stockholder of the Company.
(b) Notwithstanding anything to the contrary contained in this Agreement, Agreement (other than the next sentence) each Stockholder agrees that it will not effect a Transfer of shares of Company Stock to a Prohibited Transferee; provided, however, . In the event that nothing contained in this Section 4.5(b) shall be construed to prohibit a Transfer of the Xxxxxx Partnership Transfers any Preferred Stock or Common Stock by to a Stockholder after the IPO Date Prohibited Transferee, JWC and AT&T shall equally be entitled to transfer such securities to such Person pursuant to an underwritten Registration or in accordance with the provisions of Rule 144Section 4.2. It shall be deemed a breach of this Section 4.5(b4.3(b) by a Stockholder Beneficially Owning more than 10% of the Common Stock outstanding if any Prohibited Transferee shall acquire, directly or indirectly, in a private sale Beneficial Ownership of more than 33-1/3331/3% of any class of equity securities or equity interest in, such StockholderStockholder and the Xxxxxx Partnership shall not have Transferred any shares of Company Stock to such Prohibited Transferee.
(c) Subject to Section 4.2, prior Notwithstanding anything to the IPO Datecontrary contained in this Agreement, the Cash Equity Investors and AT&T PCS may not Transfer Xxxxxx Partnership shall not, nor shall it permit any of its Affiliates (other than the Company) to, sell any shares of Series C Preferred Stock or Common Company Stock to any Person that is not a Major Telecom Competitor, unless such Major Telecom Competitor makes an Affiliated Successor of such Stockholder or another Cash Equity Investor unless after giving effect irrevocable offer to AT&T and its Affiliates to purchase from them, at the same price and otherwise on the same terms and conditions as the sale to such Transfer each of such Stockholder and such Person shall after giving effect to such Transfer Beneficially Own more than the lesser of (x) five percent (5%) of the Common Stock, and (y) one-half of the Common Stock Beneficially Owned Major Telecom Competitor by the transferor on the date hereofXxxxxx Partnership or such Affiliate, upon such Transfer unless the Transfer by such Cash Equity Investor or AT&T PCS is a Transfer of up to all of the shares of Series C Preferred Company Stock or Common Stock, as applicable, Beneficially Owned by itAT&T and its Affiliates. Subject At any time within 14 days after receipt by AT&T of the Tag-Along Notice with respect to Section 4.2such sale, prior AT&T may accept such offer and, to the IPO Dateextent AT&T and its Affiliates elect to accept such offer, no Management Stockholder may effect more than one (1) Transfer concurrently with the consummation of its any such sale by the Xxxxxx Partnership or such Affiliate, the sale of all of At&T's shares of Common Tag-Along Stock in respect of which it accepted such offer shall be consummated. The provisions of this Section 4.3(c) shall not apply to a Person that is not an Affiliated Successor any transferees or assigns of such Management Stockholder during any twelve (12) month period.AT&T.
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Samples: Stockholder and Investor Rights Agreement (Dobson Communications Corp)
Additional Conditions to Permitted Transfers. (a) As a condition to any Transfer to an Affiliated Successor or any other Transfer permitted pursuant to Section 4.1, or any Transfer pursuant to Section 4.2 or Section 4.3, each transferee that is not a party hereto shall, prior to such Transfer, agree in writing to be bound by all of the provisions of this Agreement applicable to the Stockholders (and shall thereby become a Stockholder for all purposes of this Agreement). Any Transfer without compliance with such provisions of this Agreement shall be null and void and such transferee shall have no rights as a Stockholder of the Company. Any person to which shares of Series C Preferred Stock are Transferred in connected with the exercise of remedies by the lender under the Cash Equity Loan Documents, and any direct or indirect transferee thereof, shall become a party to this Agreement, be bound hereby and be subject to the rights and benefits of a Stockholder provided herein.
(b) Notwithstanding anything to the contrary contained in this Agreement, each Stockholder agrees that it will not effect a Transfer of shares of Company Stock to a Prohibited Transferee; provided, however, that nothing contained in this Section 4.5(b) shall be construed to prohibit a Transfer of Common Stock by a Stockholder after the IPO Date pursuant to an underwritten Registration or in accordance with the provisions of Rule 144. It shall be deemed a breach of this Section 4.5(b) by a Stockholder Beneficially Owning more than 10% of the Common Stock outstanding if any Prohibited Transferee shall acquire, directly or indirectly, in a private sale Beneficial Ownership of more than 33-1/3% of any class of equity securities or equity interest in, such Stockholder.
(c) Subject to Section Sections 4.1 and 4.2, prior to the IPO Date, the Cash Equity Investors and Investors, AT&T PCS and TWR Cellular may not Transfer shares of Series C Preferred Stock or Common Stock to any Person that is not an Affiliated Successor of such Stockholder or another Cash Equity Investor unless after giving effect to such Transfer each of such Stockholder and such Person shall after giving effect to such Transfer Beneficially Own more than the lesser of (x) five percent (5%) of the Common Stock, and (y) one-half of the Common Stock Beneficially Owned by the transferor on the date hereof, upon such Transfer unless the Transfer by such Cash Equity Investor or Investor, AT&T PCS or TWR Cellular is a Transfer of all of the shares of Series C Preferred Stock or Common Stock, as applicable, Beneficially Owned by it. Subject to Section Sections 4.1 and 4.2, prior to the IPO Date, no Management Stockholder may effect more than one (1) Transfer of its shares of Common Stock to a Person that is not an Affiliated Successor of such Management Stockholder during any twelve (12) month period.
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Additional Conditions to Permitted Transfers. (a) As a condition to any Transfer to an Affiliated Successor permitted pursuant to Section 4.1, or any Transfer pursuant to Section 4.2 or Section 4.3, each transferee that is not a party hereto shall, prior to such Transfer, agree in writing to be bound by all of the provisions of this Agreement applicable to the Stockholders (and shall thereby become a Stockholder for all purposes of this Agreement). Any Transfer without compliance with such provisions of this Agreement shall be null and void and such transferee shall have no rights as a Stockholder of the Company.
(b) Notwithstanding anything to the contrary contained in this Agreement, each Stockholder agrees that it will not effect a Transfer of shares of Company Stock to a Prohibited Transferee; provided, however, that nothing contained in this Section 4.5(b) shall be construed to prohibit a Transfer of Common Stock by a Stockholder after the IPO Date pursuant to an underwritten Registration or in accordance with the provisions of Rule 144. It shall be deemed a breach of this Section 4.5(b) by a Stockholder Beneficially Owning more than 10% of the Common Stock outstanding if any Prohibited Transferee shall acquire, directly or indirectly, in a private sale Beneficial Ownership of more than 33-33- 1/3% of any class of equity securities or equity interest in, such Stockholder.
(c) Subject to Section Sections 4.1 and 4.2, prior to the IPO Date, the Cash Equity Investors and Investors, AT&T PCS and TWR Cellular may not Transfer shares of Series C Preferred Stock or Common Stock to any Person that is not an Affiliated Successor of such Stockholder or another Cash Equity Investor unless after giving effect to such Transfer each of such Stockholder and such Person shall after giving effect to such Transfer Beneficially Own more than the lesser of (x) five percent (5%) of the Common Stock, and (y) one-half of the Common Stock Beneficially Owned by the transferor on the date hereof, upon such Transfer unless the Transfer by such Cash Equity Investor or Investor, AT&T PCS or TWR Cellular is a Transfer of all of the shares of Series C Preferred Stock or Common Stock, as applicable, Beneficially Owned by it. Subject to Section Sections 4.1 and 4.2, prior to the IPO Date, no Management Stockholder may effect more than one (1) Transfer of its shares of Common Stock to a Person that is not an Affiliated Successor of such Management Stockholder during any twelve (12) month period.
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