Agreement Not to Transfer. (a) Except for the contribution to Parent of Rollover Shares pursuant to this Agreement or with the prior written consent of Parent, Holder hereby agrees, from the date hereof until the termination of this Agreement in accordance with its terms, such Holder shall not, and shall cause its Affiliates not to, directly or indirectly:
(i) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer (including the Offer), gift, hedge, pledge, charge, mortgage, grant, encumber, hypothecate or otherwise assign or dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of any of its Rollover Shares or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures, derivative or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any of its Rollover Shares which (x) has, or could reasonably be expected to have, the effect of reducing or limiting such person’s economic interest in such Rollover Shares and/or (y) with respect to its Rollover Shares, grants a third party the right to vote or direct the voting, tender, sale or Transfer of such Rollover Shares;
(ii) deposit any of its Rollover Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement;
(iii) convert or exchange, or take any action which would result in the conversion or exchange of, any of its Rollover Shares; provided, that the foregoing shall not apply to the conversion, exercise or settlement of any incentive units of the Company in accordance with the terms and conditions thereof; or
(iv) agree to take any of the actions referred to in this Section 2.1.
(b) If any involuntary Transfer of any Holder’s Rollover Shares shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Rollover Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue until this Agreement is terminated in accordance with its terms.
(c) Any action taken in violation ...
Agreement Not to Transfer. (a) Prior to the first anniversary of the Closing, the Investor shall not, directly or indirectly, Transfer or offer to Transfer any shares of the Stock other than to affiliates who agree to be bound by the terms of this Agreement, unless the Company consents to such Transfer and the transferee agrees to be bound by this Agreement.
(b) In order to enforce the Transfer Restrictions, the Company may impose stop-transfer instructions with respect to the Stock until the end of the restricted period.
(c) As used in this Agreement, the term "Transfer" shall mean any sale, transfer, assignment, hypothecation, encumbrance or other disposition, whether voluntary or involuntary, of shares of the Stock. In the case of a hypothecation, the Transfer shall be deemed to occur both at the time of the initial pledge and at any pledgee's sale or a sale by any secured creditor or a retention by the secured creditor of the pledged shares of the Stock in complete or partial satisfaction of the indebtedness for which the shares of the Stock are security.
Agreement Not to Transfer. The Stockholder agrees that he will not at any time during the term of this Agreement sell, transfer, assign or otherwise dispose of ("Transfer") or pledge or otherwise encumber, or enter into any contract, option or other arrangement with respect to the Transfer, pledge or encumbrance of, any of the Shares, or grant or purport to grant to any person any proxy or voting right or any right to acquire any of the Shares, or enter into any voting agreement with any person with respect to any of the Shares, or deposit any of the Shares into a voting trust, provided that the foregoing shall not prohibit the Stockholder from incurring a margin loan from a bank or brokerage firm. The foregoing is in addition to the Stockholder's obligations under Section 3(c).
Agreement Not to Transfer. Each of the Members agrees with all other Members that he, she or it will not make any disposition of his, her or its interest in the Company, except as permitted by the provisions of this Article IX.
Agreement Not to Transfer. (a) Prior to the date which is 180 days after the Closing (the "Lockup Date"), the Investor shall not, directly or indirectly, Transfer or offer to Transfer any shares of the Stock.
(b) Following the Lockup Date and prior to the first anniversary of the Closing, the Investor shall not, directly or indirectly, Transfer or offer to Transfer, in the aggregate, more than fifty percent (50%) of the shares of the Stock during any one calendar quarter.
(c) Notwithstanding the foregoing restrictions on Transfer (the "Transfer Restrictions"), the Transfer Restrictions shall be ineffective in the event an unrelated third party has publicly announced and is actively pursuing the purchase of all or substantially all of the assets or capital stock of the Company or a merger in which the Company would not be the surviving corporation; provided, that if such acquisition or merger is not consummated within sixty days of such public announcement, the Transfer Restrictions shall be reinstated.
(d) In order to enforce the Transfer Restrictions, the Company may impose stop-transfer instructions with respect to the Stock until the end of the restricted period.
(e) As used in this Agreement, the term "Transfer" shall mean any sale, transfer, assignment, hypothecation, encumbrance or other disposition, whether voluntary or involuntary, of shares of the Stock. In the case of a hypothecation, the Transfer shall be deemed to occur both at the time of the initial pledge and at any pledgee's sale or a sale by any secured creditor or a retention by the secured creditor of the pledged shares of the Stock in complete or partial satisfaction of the indebtedness for which the shares of the Stock are security.
Agreement Not to Transfer. The Shareholder shall not sell, assign, ------------------------- transfer, pledge, hypothecate, mortgage or dispose of, by gift or otherwise, or in any way encumber, all or any part of the Shares (as hereinafter defined) owned by him during the term of this Agreement other than in compliance with the terms of this Article II.
Agreement Not to Transfer. Any attempt by a Major ------------------------- Stockholder to transfer any Equity Securities in violation of Section 2.4 shall be void and Entravision agrees that it will not effect such a transfer nor will it treat any alleged transferee in violation of Section 2.4 as the holder of such shares.
Agreement Not to Transfer. The Shares and the rights under this Agreement may be sold, pledged, hypothecated, assigned, conveyed, transferred or otherwise disposed of (each, a "Transfer") only (i) pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act in accordance with Rule 144 or another available exemption or (ii) to the Company.
Agreement Not to Transfer. The Shareholder agrees that he will not during the Term of this Voting Agreement sell, transfer, assign or otherwise dispose of ("Transfer") or pledge or otherwise encumber, or enter into any contract, option or other arrangement with respect to the Transfer, pledge or encumbrance of, any of the Subject Shares, or grant or purport to grant to any person any proxy or voting right or any right to acquire any of the Subject Shares, or enter into any voting agreement with any person with respect to the Subject Shares, or deposit any of the Subject Shares in a voting trust.
Agreement Not to Transfer. (a) Prior to the first anniversary of the Closing, the Investor shall not, directly or indirectly, Transfer or offer to Transfer any shares of the Stock other than to affiliates who agree to be bound by the terms of this Agreement, unless the Company consents to such Transfer and the transferee agrees to be bound by this Agreement. Any such Transfer must comply with all applicable laws, and the Company may require an opinion of counsel reasonably satisfactory to it as to such compliance. The restrictions set forth above are referred to as the "Transfer Restrictions."
(b) In order to enforce the Transfer Restrictions, the Company may impose stop-transfer instructions with respect to the Stock until the end of the restricted period.
(c) As used in this Agreement, the term "Transfer" shall mean any sale, transfer, assignment, hypothecation, encumbrance or other disposition, whether voluntary or involuntary, of shares of the Stock. In the case of a hypothecation, the Transfer shall be deemed to occur both at the time of the initial pledge and at any pledgee's sale or a sale by any secured creditor or a retention by the secured creditor of the pledged shares of the Stock in complete or partial satisfaction of the indebtedness for which the shares of the Stock are security.
