Common use of Additional Permitted Transfers by the Investors Clause in Contracts

Additional Permitted Transfers by the Investors. Any holder of Investor Shares may Transfer any or all of such Shares (a) to an Investor or an Affiliated Fund, (b) to partners or to Affiliates of any of the foregoing or (c) to any director, officer or employee of, or consultant or adviser to, the Company or its subsidiaries. No Transfer permitted under the terms of this Section 3.1 will be effective unless the transferee of such Shares (each, a “Permitted Transferee”) has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that such Shares to be received by such Permitted Transferee will remain Investor Shares, Other Investor Shares or Management Shares, as the case may be, and will be subject to all of the provisions of this Agreement and that such Permitted Transferee will be bound by, and will be a party to, this Agreement as a holder of Investor Shares, Other Investor Shares or Management Shares, as the case may be, hereunder; provided, however, that Shares Transferred to any director, officer or employee of, or consultant or adviser to, the Company or any of its subsidiaries by a holder of Investor Shares will thereafter become Management Shares hereunder; and provided further that no Transfer by any holder of Shares to a Permitted Transferee will relieve such holder of any of its obligations hereunder.

Appears in 2 contracts

Samples: Stockholders Agreement (Panther Expedited Services, Inc.), Stockholders Agreement (Panther Expedited Services, Inc.)

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Additional Permitted Transfers by the Investors. Any holder of Investor Shares may Transfer any or all of such Shares (a) to an Investor or an Affiliated Fund, Fund or (b) to its partners or members or to Affiliates of any of the foregoing or (c) to any director, officer or employee of, or consultant or adviser to, the Company or its subsidiariesforegoing. No Transfer permitted under the terms of this Section 3.1 will shall be effective unless the transferee of such Shares (each, a “Permitted Transferee”) has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that such Shares to be received by such Permitted Transferee will shall remain Investor Shares, Other Investor Shares or Management Shares, as the case may be, and will shall be subject to all of the provisions of this Agreement and that such Permitted Transferee will shall be bound by, and will shall be a party to, this Agreement as a the holder of Investor Shares, Other Investor Shares or Management Shares, as the case may be, hereunder; provided, however, that Shares Transferred to any director, officer or employee of, or consultant or adviser to, the Company or any of its subsidiaries by a holder of Investor Shares will shall thereafter become Management Shares hereunder; and provided further that no Transfer by any holder of Shares to a Permitted Transferee will shall relieve such holder of any of its obligations hereunder.

Appears in 2 contracts

Samples: Stockholders Agreement (Burlington Coat Factory Investments Holdings, Inc.), Stockholders Agreement (Burlington Coat Factory Investments Holdings, Inc.)

Additional Permitted Transfers by the Investors. Any holder of Investor Shares or Other Investor Shares may Transfer any or all of such Shares (a) to an Investor or an its Affiliated FundFunds, (b) to its partners or to Affiliates of any of the foregoing members in a pro rata Transfer or (c) to any director, officer or employee of, or consultant or adviser to, the Company or its subsidiariesa Charitable Organization. No Transfer permitted under the terms of this Section 3.1 will (other than 3.1.3(b)) shall be effective unless the transferee of such Shares (each, a "Permitted Transferee") has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that such Shares to be received by such Permitted Transferee will shall remain Investor Shares, Other Investor Shares Shares, or Management Shares, as the case may be, and will shall be subject to all of the provisions of this Agreement and that such Permitted Transferee will shall be bound by, and will shall be a party to, this Agreement as a the holder of Investor Shares, Other Investor Shares Shares, or Management Shares, as the case may be, hereunder; provided, however, that Shares Transferred pursuant to any director, officer or employee of, or consultant or adviser to, the Company or any of its subsidiaries by a holder of Section 3.1.3(a) shall thereafter become Investor Shares will thereafter become Management hereunder of like kind with the other Shares hereunderheld by such Transferee and its Affiliated Funds; and provided further that no Transfer by any holder of Shares to a Permitted Transferee will shall relieve such holder of any of its obligations hereunder.

Appears in 1 contract

Samples: Stockholders Agreement (Houghton Mifflin Co)

Additional Permitted Transfers by the Investors. Any holder of Investor Shares may Transfer any or all of such Shares (a) to an Investor or an Affiliated Fund, (b) to partners its partners, members, managers or stockholders or to Affiliates of any of the foregoing or (c) to any director, officer or employee of, or consultant or adviser to, the Company or its subsidiaries. No Transfer permitted under the terms of this Section 3.1 will shall be effective unless the transferee of such Shares (each, a “Permitted Transferee”) has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that such Shares to be received by such Permitted Transferee will shall remain Investor Shares, Other Investor Shares or Management Shares, as the case may be, and will shall be subject to all of the provisions of this Agreement and that such Permitted Transferee will shall be bound by, and will shall be a party to, this Agreement as a the holder of Investor Shares, Other Investor Shares or Management Shares, as the case may be, hereunder; provided, however, that Shares Transferred to any director, officer or employee of, or consultant or adviser to, the Company or any of its subsidiaries by a holder of Investor Shares will shall thereafter become Management Shares hereunder; and provided provided, further that no Transfer by any holder of Shares to a Permitted Transferee will shall relieve such holder of any of its obligations hereunder.

Appears in 1 contract

Samples: Stockholders Agreement (inVentiv Group Holdings, Inc.)

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Additional Permitted Transfers by the Investors. Any holder of Investor Shares may Transfer any or all of such Shares (a) to an Investor or an Affiliated Fund, Fund or (b) to its partners or members or to Affiliates of any of the foregoing or (c) to any director, officer or employee of, or consultant or adviser to, the Company or its subsidiariesforegoing. No Transfer permitted under the terms of this Section 3.1 will 2.1 (other than a Transfer to the Company pursuant to Section 2.1.4) shall be effective unless the transferee of such Shares (each, a “Permitted Transferee”) has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that such Shares to be received by such Permitted Transferee will shall remain Investor Shares, Other Investor Shares or Management Shares, as the case may be, and will shall be subject to all of the provisions of this Agreement and that such Permitted Transferee will shall be bound by, and will shall be a party to, this Agreement as a the holder of Investor Shares, Other Investor Shares or Management Shares, as the case may be, hereunder; provided, however, that Shares Transferred to any director, officer or employee of, or consultant or adviser to, the Company or any of its subsidiaries by a holder of Investor Shares will shall thereafter become Management Shares hereunder; and provided further that no Transfer by any holder of Shares to a Permitted Transferee will shall relieve such holder of any of its obligations hereunder.

Appears in 1 contract

Samples: Stockholders Agreement (Burlington Stores, Inc.)

Additional Permitted Transfers by the Investors. Any holder of Investor Shares may Transfer any or all of such Shares (a) to an Investor or an Affiliated Fund, (b) to its partners or to Affiliates of any of the foregoing or (c) to any director, officer or employee of, or consultant or adviser to, the Company or its subsidiaries. No Transfer permitted under the terms of this Section 3.1 will be effective unless the transferee of such Shares (each, a “Permitted Transferee”) has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that such Shares to be received by such Permitted Transferee will remain Investor Shares, Other Investor Shares or Management Shares, as the case may be, and will be subject to all of the provisions of this Agreement and that such Permitted Transferee will be bound by, and will be a party to, this Agreement as a holder of Investor Shares, Other Investor Shares or Management Shares, as the case may be, hereunder; provided, however, that Shares Transferred to any director, officer or employee of, or consultant or adviser to, the Company or any of its subsidiaries by a holder of Investor Shares will thereafter become Management Shares hereunder; and provided further that no Transfer by any holder of Shares to a Permitted Transferee will relieve such holder of any of its obligations hereunder.

Appears in 1 contract

Samples: Stockholders Agreement (Panther Expedited Services, Inc.)

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