Certain Restrictions on Transfer. In addition to any other restrictions on Transfer herein contained, in no event may any Transfer of a Partnership Interest or Units by any Person be made (i) to any person or entity that lacks the legal right, power or capacity to own a Partnership Interest or Units; (ii) in the event such Transfer would cause LTC to cease to comply with the REIT Requirements; (iii) if such Transfer would cause a termination of the Partnership for federal income tax purposes; (iv) if such Transfer would, in the opinion of counsel to the Partnership, cause the Partnership to cease to be classified as a Partnership for federal income tax purposes; (v) if such Transfer would result in the Partnership being treated as a "publicly traded partnership" or is effectuated through an established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code; (vi) in violation of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976; (vii) if the General Partner reasonably believes that such Transfer may (A) cause any portion or all of the assets of the Partnership to be deemed pursuant to United States Department of Labor Regulation Section 2510.3-101 or otherwise pursuant to ERISA or the Code to be for any purpose of ERISA or Section 4975 of the Code assets of any Restricted Entity, or (B) cause a "prohibited transaction" (as defined in Section 4975(c) of the Code or within the meaning of Section 406 of ERISA) to occur, or (C) cause the Partnership to become with respect to any Restricted Entity a "party in interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e) of the Code) or (D) cause the Partnership to be jointly and severally liable for any obligation arising under ERISA or the Code with respect to any "employee benefit plan" as defined in and subject to ERISA or any "plan" as defined in Section 4975 of the Code; or (viii) if the intended transferee is a Restricted Entity. Any purported Transfer described in this Section 8.4 shall be void ab initio.
Certain Restrictions on Transfer. Except as provided in Section 2, Grantee may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of (whether voluntarily, by operation of law, or otherwise) any or all of the Unvested Restricted Shares, or any rights thereto or interests therein, or any or all of the Vested Restricted Shares held by the Escrow Holder, or any rights thereto or interests therein. Any transfer in violation of this Section 5 shall be void and without any force or effect and shall constitute a breach of the terms and conditions of this Agreement and the Plan. Grantee also understands that the Company is under no obligation to register, under any applicable securities laws, any resale of any of the Restricted Shares that become Vested Restricted Shares delivered to Grantee and that an exemption from such registration requirements may not be available or may not permit Grantee to resell or transfer any of such Vested Restricted Shares in the amounts or at the times proposed by Grantee.
Certain Restrictions on Transfer. Without the prior written consent of the Corporation as approved by a majority of the independent directors of the Corporation, and without limiting the rights of any party to the Amended and Restated Registration Rights Agreement, dated as of the date hereof, by and among the Corporation and the stockholders party thereto (the “A&R Registration Rights Agreement”), neither any Restricted Transfer nor any public announcement of any intention to effect any Restricted Transfer of any Lock-Up Shares Beneficially Owned or otherwise held by any Non-Electing Seller (or any Permitted Transferee thereof) may be made during the Lock-Up Period applicable to such Lock-Up Shares. No Transfer of any shares of the Corporation’s stock may be made, except in compliance with applicable federal and state securities laws. To the extent shares of the Corporation’s stock are uncertificated, the Corporation shall give notice of the restrictions set forth in this Section 6.7 in accordance with the DGCL. During the Lock-Up Period applicable to any Non-Electing Seller (or any Permitted Transferee thereof), any purported Transfer of Lock-Up Shares by such Non-Electing Seller (or such Permitted Transferee) other than in accordance with these Bylaws shall be null and void, and the Corporation shall refuse to recognize any such Transfer for any purpose. Notwithstanding the provisions set forth in this Section 6.7, if (A) at least 120 days have elapsed since the Closing Date (as defined in the Business Combination Agreement) and (B) the Lock-Up Period is scheduled to end during a Blackout Period or within five Trading Days prior to a Blackout Period, the Lock-Up Period shall end 10 Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related Release”); provided that the Corporation shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Blackout-Related Release; and provided further that the Blackout-Related Release shall not occur unless the Corporation shall have publicly released its earnings results for the quarterly period during which the Closing (as defined in the Business Combination Agreement) occurred. For the avoidance of doubt, in no event shall the Lock-Up Period end earlier than 120 days after the Closing Date pursuant to the Blackout-Related Release. The foregoing notwithstanding, to the extent any Non-Electing Seller (or any Permitted Transferee th...
Certain Restrictions on Transfer. (a) Each Stockholder agrees that it will not, directly or indirectly, make or solicit any Sale of, or create, incur, assume or suffer to exist any Encumbrance (other than a pledge or hypothecation of Oxy Shares to one or more bona fide financial institutions and any foreclosure thereof, in each case subject to Section 3.05) with respect to, any Oxy Share beneficially owned by such Stockholder other than (i) any Sale to a Permitted Transferee, (ii) any Sale for cash, Cash Equivalents or Marketable Securities that is made in compliance with the procedures, and subject to the limitations, set forth in Section 3.04, (iii) any Sale pursuant to a Public Offering or (iv) any Sale in a Rule 144 Transaction. Notwithstanding the foregoing, except as otherwise expressly provided in this Agreement, all Sales permitted by the foregoing clauses (i) and (ii) shall be subject to, and shall not be made other than in compliance with, the provisions of Sections 3.01, 3.02 and 3.05.
(b) The restrictions on transfer set forth in this Agreement shall cease to apply (i) as to any particular Oxy Shares at such time as such Oxy Shares are sold pursuant to a Public Offering or a Rule 144 Transaction and (ii) upon the termination of this Agreement.
Certain Restrictions on Transfer. 45 9.4 Effective Dates of Transfers...............................45 9.5 Transfer...................................................46 9.6
Certain Restrictions on Transfer. (a) Without the prior written consent of the Corporation, and without limiting the rights of any party to the Registration Rights Agreement, neither any Restricted Transfer nor any public announcement of any intention to effect any Restricted Transfer of any Lock-Up Shares Beneficially Owned or otherwise held by any Non-Electing Holder (or any Permitted Transferee that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) may be made during the Lock-Up Period applicable to such Lock-Up Shares. During the Lock-Up Period applicable to any Non-Electing Holder (or any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer), any purported Transfer of Lock-Up Shares by such Non-Electing Holder (or such Permitted Transferee) other than in accordance with this Certificate of Incorporation shall be null and void, and the Corporation shall refuse to recognize any such Transfer for any purpose.
(b) No Transfer of any shares of Common Stock or shares of Preferred Stock may be made, except in compliance with applicable federal and state securities laws.
(c) The Corporation may place customary restrictive legends on the certificates or book entries representing the shares of Common Stock and, if applicable, the shares of Preferred Stock subject to this Section 5.3 and remove such restrictive legends at the time the applicable restrictions under this Section 5.3 are no longer applicable to the shares of Common Stock or shares of Preferred Stock represented by such certificates or book entries. To the extent shares of Common Stock and, if applicable, shares of Preferred Stock subject to this Section 5.3 are uncertificated, the Corporation shall give notice of the restrictions set forth in this Section 5.3 in accordance with the DGCL.
Certain Restrictions on Transfer. 7.3.1 TMO may initiate the Five Percent Offering at any time after the signing of this Agreement. Sistema agrees and undertakes to TMO that it will not (nor will any of its Affiliates) effect any Prohibited Transactions at any time during the period commencing on pricing of the Five Percent Offering and ending on the date falling 90 calendar days after the date of pricing of the Five Percent Offering, provided that such date shall be no later than (i) 1 July 2003 or (ii) 15 July 2003, as applicable in accordance with Section 7.3.2 below if Sistema will have provided to TMO a notice of its intention to effect an offering under Section 7.3.2.
7.3.2 During the period between 1 June 2003 and 15 June 2003 either Sistema or TMO (the “Requesting Party”) may notify the other party (the “Notified Party”) in writing of its intention to effect an offering of Equity Securities at any time between (i) 1 July 2003 where TMO has not effected the Five Percent Offering prior to 1 July, or in the case of a notification by Sistema (ii) 15 July 2003 where TMO has effected the Five Percent Offering prior to 1 July, and 1 October 2003, provided that TMO may only provide such notification if it has not effected the Five Percent Offering prior to such date of notification, and Sistema may only provide such notification if it has not effected an offering of Equity Securities prior to such date of notification. In response to such notification (and in any case within 5 Business Days of such notification) the Notified Party shall elect in writing to the Requesting Party either:
(a) to cooperate with the Requesting Party in good faith with a view to effect a joint offering of Equity Securities by Sistema and the Five Percent Offering by TMO with each party undertaking to refrain from effecting any Prohibited Transactions during the period commencing on the date of pricing of such joint offering and ending on the later of (i) 1 October 2003, and, if applicable, (ii) the date of pricing of any Five Percent Offering and/or Ten Percent Offering (the “Lock-up Period”) without prejudice to Section 7.3.4; or
(b) not to pursue a joint offering of Equity Securities with the Requesting Party and undertake to the Requesting Party that it will not (nor will any of its Affiliates or agents on its behalf) effect any Prohibited Transactions at any time during the Lock-up Period. If the Notified Party fails to make a timely election, it shall be deemed to have made an election under Section 7.3.2(b)...
Certain Restrictions on Transfer. Grantee may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of any or all of the Unvested Restricted Shares, or any rights thereto or interests therein, by operation of law or otherwise. Any transfer in violation of this Section 5 shall be void and without any force or effect and shall constitute a breach of the terms and conditions of this Agreement and the Plan. Grantee also understands that the Company is under no obligation to register, under any applicable securities laws, any resale of any of the Restricted Shares that become Vested Restricted Shares, and therefore transferable, upon the termination or lapse of Forfeiture Restrictions and that an exemption from such registration requirements may not be available or may not permit Grantee to resell or transfer any of such Vested Restricted Shares in the amounts or at the times proposed by Grantee.
Certain Restrictions on Transfer. (a) So long as Stonington and/or its Affiliates own at least twenty percent (20%) of the then outstanding Shares, each Other Stockholder agrees that such Other Stockholder will not, directly or indirectly, make any Sale of, or create, incur, or assume any Encumbrance with respect to, any Shares held by such Other Stockholder other than any Sale or Encumbrance to a Permitted Transferee (other than the Persons described in clause (b) of the definition of Permitted Transferee), without first granting Stonington and/or its Affiliates, the option to acquire those Shares in accordance with this Section 3.03.
Certain Restrictions on Transfer. Each Original Shareholder agrees that he will not, directly or indirectly, make or solicit any transfer of any Share held by such Shareholder other than (i) any transfer to a person (A) by will or the laws of descent and distribution or (B) by transfer of any kind for tax or estate planning purposes, provided, however, that such transferee is (I) the issue or spouse of an Original Shareholder, (II) a company controlled by any combination of an Original Shareholder, the issue or the spouse of an Original Shareholder (provided that such company continues to be so controlled), or (III) any trust established for the benefit of an Original Shareholder, the issue or the spouse of an Original Shareholder, or any combination thereof; (ii) any transfer that is made in compliance with the procedures, and subject to the limitations, set forth in Sections 2(d) and 2(e); (iii) any transfer pursuant to an effective registration statement under the Act or under Rule 144 under the Act (or any similar or successor rule). Notwithstanding the foregoing, except as otherwise expressly provided in this Agreement, all transfers permitted by the foregoing clause (i) shall be subject to, and shall not be made other than in compliance with, the provisions of Section 2(f).
