Agreements to Be Bound. Notwithstanding anything to the contrary contained in this Agreement, any Transfer of Equity Securities by a Stockholder (other than pursuant to a Public Sale) shall be permitted under the terms of this Agreement only if the transferee of such Stockholder shall agree in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument of assumption reasonably satisfactory in substance and form to the New Stockholders, and, in the case of a transferee who is an individual and who resides in a state with a community property system, such transferee causes his or her spouse, if any, to execute a Spousal Waiver in the form of Exhibit A attached hereto. Upon the execution of the instrument of assumption by such transferee and, if applicable, the Spousal Waiver by the spouse of such transferee, such transferee shall have the rights and be subject to all of the restrictions and obligations of his or her transferor hereunder.
Appears in 4 contracts
Samples: Shareholder Agreements (Aegis Communications Group Inc), Stockholders Agreement (Aegis Communications Group Inc), Stockholders Agreement (Questor Partners Fund Ii L P)
Agreements to Be Bound. Notwithstanding anything to the contrary contained in this Agreement, any Transfer of Equity Securities shares by a Non-Xxxxx Stockholder (the “Transferor”) (other than pursuant to a Public SaleRegistration) shall be permitted under the terms of this Agreement only if the transferee of such Stockholder Transferor (the “Transferee”) shall agree in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument of assumption reasonably satisfactory in substance and form to the New StockholdersCompany, and, and in the case of a transferee who is an individual and Transferee of a Company Stockholder who resides in a state with a community property system, such transferee Transferee causes his or her spouse, if any, to execute a Spousal Waiver in the form of Exhibit A attached heretospousal waiver. Upon the execution of the instrument of assumption by such transferee Transferee and, if applicable, the Spousal Waiver spousal waiver by the spouse of such transfereeTransferee, such transferee Transferee shall have enjoy all of the rights and shall be subject to all of the restrictions and obligations of his or her transferor hereunderthe Transferor of such Transferee.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Global Geophysical Services Inc), Shareholder Agreement (Global Geophysical Services Inc), Shareholder Agreement (Global Geophysical Services Inc)
Agreements to Be Bound. Notwithstanding anything to the contrary contained in this Agreement, any Transfer of Equity Securities by a Stockholder (other than pursuant to a Public Sale) shall be permitted under the terms of this Agreement only if the transferee of such Stockholder shall agree in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument of assumption reasonably satisfactory in substance and form to the New StockholdersCompany, and, in the case of a transferee of a Stockholder who is an individual and who resides in a state with a community property system, such transferee causes his or her spouse, if any, to execute a Spousal Waiver in the form of Exhibit EXHIBIT A attached hereto. Upon the execution of the instrument of assumption by such transferee and, if applicable, the Spousal Waiver by the spouse of such transferee, such transferee shall have the rights and be subject to all of the restrictions and obligations of his or her transferor hereunder.
Appears in 1 contract
Agreements to Be Bound. Notwithstanding anything to the contrary contained in this Agreement, any Transfer of Equity Securities by a Stockholder (other than pursuant to a Public Sale) shall be permitted under the terms of this Agreement only if the transferee of such Stockholder shall agree in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument of assumption reasonably satisfactory in substance and form to the New StockholdersCompany, and, in the case of a transferee who is an individual and who resides in a state with a community property system, such transferee causes his or her spouse, if any, to execute a Spousal Waiver in the form of Exhibit A attached hereto. Upon the execution of the instrument of assumption by such transferee and, if applicable, the Spousal Waiver by the spouse of such transferee, such transferee shall have the rights and be subject to all of the restrictions and obligations of his or her transferor hereunder, PROVIDED, HOWEVER, that Section 1.1 (Right of First Offer) and Section 2 (Tag-Along Rights) shall not apply to any Involuntary Transferee.
Appears in 1 contract
Samples: Purchase and Registration Rights Agreement (Aegis Communications Group Inc)