Avoidance of Restrictions. The Parties agree that the Transfer restrictions in this Agreement and in the Articles shall not be capable of being avoided by the holding of Shares indirectly through a company or other entity that can itself be sold in order to dispose of an interest in Shares free of such restrictions. Any Transfer or other disposal of any shares (or other interest) resulting in any change in the Control of a Shareholder or of any company (or other entity) having Control over that Shareholder shall be treated as being a Transfer of the Shares held by that Shareholder, and the provisions of this Agreement and the Articles that apply in respect of the Transfer of Shares shall thereupon apply in respect of the Shares so held.
Avoidance of Restrictions. The Parties agree that the transfer restrictions in this Agreement and/or the Purchase Agreement shall not be capable of being avoided by the holding of Equity Securities indirectly through a company or other entity that can itself be sold in order to dispose of any interest in Equity Securities free of such restrictions.
Avoidance of Restrictions. The Parties agree that the transfer restrictions in this Agreement shall not be circumvented or avoided by the holding of Shares indirectly through another Person that can itself be sold in order to dispose of an interest in Shares free of such restrictions. Any Transfer or other disposal of any Shares resulting in any Change of Control of a Shareholder or of any Person having control over that Shareholder shall be treated as being a Transfer of the Shares held by that Shareholder, and the provisions of this Agreement that apply in respect of the Transfer of Shares shall thereupon apply in respect of the Shares so held.
Avoidance of Restrictions. The Parties agree that the Transfer restrictions in this Agreement and in the Post-IPO M&A shall not be capable of being avoided by the holding of Post-IPO Shares indirectly through a company or other entity that can itself be sold in order to dispose of an interest in Post-IPO Shares free of such restrictions. Any transfer or other disposal of any right, title or interest (including legal, beneficial or economic) in any shares (or other interest) resulting in any Change of Control of a Shareholder Party or of any Person having Control over that Shareholder Party shall be treated as being a Transfer of the Post-IPO Shares held by that Shareholder Party, and the provisions of this Agreement and the Post-IPO M&A that apply in respect of the Transfer of Post-IPO Shares shall thereupon apply in respect of the Post-IPO Shares so held; provided, that a Change of Control of Xxxx.xxx Inc. that does not otherwise constitute a “Triggering Event” under Section 6.1 hereof will not in and of itself be treated as Transfer of Post-IPO Shares.
Avoidance of Restrictions. The parties agree that the Transfer restrictions in this Agreement and in the Company’s Memorandum and Articles of Association shall not be capable of being avoided by the holding of Equity Securities indirectly through a Person that can itself be sold in order to dispose of an interest in Equity Securities free of such restrictions. Any Transfer or other disposal of any shares (or other interest) resulting in any change in the control of a Shareholder or of any Person having control over that Shareholder shall be treated as being a Transfer of the Equity Securities held by that Shareholder, and the provisions of this Agreement and the Company’s Memorandum and Articles of Association that apply in respect of the Transfer of Equity Securities shall thereupon apply and take effect with respect to the Equity Securities held by that Shareholder; provided, however, that this Section 3.5 shall not apply in respect of any change in management or ownership interests in any private equity firm that is, or manages, any Shareholder.
Avoidance of Restrictions. The Parties agree that the Transfer restrictions in this Agreement and in the Charter Documents shall not be capable of being avoided by the holding of Shares indirectly through a Person that can itself be sold in order to dispose of an interest in Shares free of such restrictions. Any Transfer or other disposal of any Shares (or other interests) resulting in any change in the Control of a Shareholder or of any Person having Control over that Shareholder shall be treated as being a Transfer of the Shares held by that Shareholder, and the provisions of this Agreement and the Charter Documents that apply in respect of the Transfer of Shares shall thereupon apply in respect of the Shares so held; provided however, any Transfer or other disposal of shares of WWI or GD by any of their respective shareholders shall not be subject to this provision or any restriction or limitation, except however, if any such Transfer or other disposal of shares of WWI or GD results in a WTW Change of Control or a DAP Change of Control, as the case may be, the provisions set forth in Section 5.6 shall apply.
Avoidance of Restrictions. The Parties agree that the Transfer restrictions in this Letter shall not be capable of being avoided by the holding of Equity Securities of the Company indirectly through a company or other entity that can itself be sold in order to dispose of an interest in the Equity Securities of the Company free of such restrictions. Any Transfer or other disposal of any shares (or other interests) of the entity holding equity interest in a Party shall be treated as being a Transfer of the Equity Securities of the Company held by that Party, and the provisions of this Letter that apply in respect of the Transfer of the Equity Securities of the Company shall thereupon apply in respect of the Equity Securities of the Company so held.
Avoidance of Restrictions. The Transfer restrictions set out in Sections 3.3 to 3.5 above and the equivalent restrictions in the Charter Documents shall not be capable of being avoided by the holding of Ordinary Shares or Ordinary Share Equivalents indirectly through any entity that can itself be sold in order to dispose of an indirect interest in Ordinary Shares or Ordinary Share Equivalents free of such restrictions, or any trust, derivative contract or other economic arrangement transferring the benefits of ownership of any Ordinary Shares or Ordinary Share Equivalents. The Parties undertake that they shall not take any action intended to avoid such restrictions in any manner. Without limiting the foregoing, and without limiting any of the provisions of this Section 3, any Transfer or other disposal or issuance of any Equity Securities (or other interest) resulting in any change in the Control of a Controlling Shareholder, Sunny Ocean or of any entity having Control of that Controlling Shareholder or Sunny Ocean, or resulting in the Persons holding the ultimate direct or indirect equity interests in such Controlling Shareholder or Sunny Ocean as of the date such Controlling Shareholder or Sunny Ocean became a party to this Agreement owning less than a majority of such equity interest, shall be treated as being a Transfer of the Ordinary Shares or Ordinary Share Equivalents held by that Controlling Shareholder or Sunny Ocean, and the provisions of this Agreement and the Charter Documents that apply in respect of the Transfer of Ordinary Shares or Ordinary Share Equivalents shall thereupon apply in respect of the Ordinary Shares or Ordinary Share Equivalents so held.
Avoidance of Restrictions. The Parties agree that the transfer restrictions in this Agreement shall not be capable of being avoided by the holding of Equity Securities indirectly through a company or other entity that can itself be sold in order to dispose of any interest in Equity Securities free of such restrictions. Any Transfer or issue of any shares (or other interest) of any such company or entity Controlled by directly or indirectly owned by a Founder Party or Haode Investment (or its ultimate Controller) shall be treated as a Transfer of Equity Securities held by such Founder Party or Haode Investment (or its ultimate Controller), and the provisions of this Agreement that apply in respect of the Transfer of Equity Securities shall apply in respect of such Transfer or issue of shares or other interest in such company or entity.
Avoidance of Restrictions. The Parties agree that the transfer restrictions in this Agreement shall not be capable of being avoided by the holding of Equity Securities indirectly through a company or other entity that can itself be sold in order to dispose of any interest in Equity Securities free of such restrictions. Any Transfer of any shares (or other interest) of any such company or entity controlled by or directly or indirectly owned by a Founder shall (unless otherwise provided in Section 11.6 of this Agreement) be treated as a Transfer of Equity Securities held by such Founder, and the provisions of this Agreement that apply in respect of the Transfer of Equity Securities shall apply in respect of such Transfer of interests in such company or entity.
