Certain Transfer Restrictions. The Warrants and the Warrants Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer to an affiliate of a Buyer or a bona fide pledge of the Warrants or the Warrant Shares, the Warrants and the Warrant Shares may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge or distribution is subsequently registered under the 1933 Act, (ii) a Buyer shall have delivered to the Company an opinion of counsel reasonably acceptable to the Company, in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Shares to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Shares can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Warrant Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.” The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES AC...
Certain Transfer Restrictions. (a) From the date hereof to the date of the next annual meeting of the stockholders of the Company in May, 1997, neither the Swiss Re Stockholders nor the Reliance Stockholders shall be permitted to transfer any Shares to a third party unless, prior to any proposed transfer the Swiss Re Stockholders or Reliance Stockholders (as the case may be, a "Selling Stockholder") has given written notice of the proposed transfer of such Shares (the "Notice of Intention") to the Company specifying the type and number of Shares which such Selling Stockholder wishes to transfer, the proposed purchase price (the "Offer Price") therefore and all other material terms and conditions of the proposed transfer. For a period of thirty (30) days following its receipt of the Notice of Intention, the Company or its designees shall have the right to purchase all or (with the consent of the Selling Stockholder) any portion of the Shares offered by such Selling Stockholder at the Offer Price and on the other terms specified in the Notice of Intention, exercisable by delivery of an irrevocable notice (the "Company Notice") to the Selling Stockholder specifying the number of offered Shares with respect to which the Company or its designees is exercising its option. If all notices required to be given pursuant to this Section have been duly given and the Company or its designees do not exercise the option to purchase the offered Shares at the Offer Price and on the other terms specified in the Notice of Intention or determined, with the consent of the Selling Stockholder, to exercise its option to purchase a portion of the offered Shares, then the Selling Stockholder shall have the right, at any time thereafter to sell to a third party the offered Shares remaining unsold under this Section at a price not less than the Offer Price and on other terms which shall not be materially more favorable to such third party in the aggregate than those terms set forth in the Notice of Intention.
(b) From and after May, 1997, the Reliance Stockholders and the Swiss Re Stockholders may freely transfer, sell, assign, pledge, hypothecate, mortgage, encumber, dispose of by gift, bequeath or otherwise transfer or dispose of any right, title or interest in any or all Shares, provided that any such disposition shall comply with all applicable laws and provided further that any transferee obtaining such Shares shall become a Stockholder hereunder and shall
Certain Transfer Restrictions. During the period from the date hereof until the earlier of such time as: (a) after the transactions contemplated by this Agreement are first publicly announced; or (b) this Agreement is terminated in full, the Investor shall not engage, or cause any of its Affiliates acting on its behalf or pursuant to any understanding with it to engage, in any short sales (as defined in Rule 200 of Regulation SHO under the Exchange Act) or similar transactions with respect to the Class A Shares or any securities exchangeable or convertible for Class A Shares.
Certain Transfer Restrictions. (a) Any attempted Transfer that is prohibited by this Section 2.3 and not approved by majority vote of the Board shall be null and void ab initio and shall not be effective to Transfer any Warrants. The Company may seek any remedy available to it at law, in equity or otherwise, including an injunction prohibiting any such Transfer, to enforce the provisions of this Section 2.3.
(b) No Holder shall effect any Transfer of all or any portion of the Warrants held by such Holder, unless and until (i) such Holder shall have provided executed copies of the Assignment Form and the Joinder, in each case in the form attached to the Warrant Certificates and completed by the prospective transferee and (ii) if requested by the Company within ten (10) days of receiving the Assignment Form and the Joinder, such Holder shall have furnished the Company with an opinion of counsel reasonably satisfactory to the Company that such disposition will not require registration of such Warrants under the Securities Act.
(c) Subject to Section 2.3(b), a Holder may Transfer his, her or its Warrant Certificates by written application to the Company stating the name of the proposed transferee and otherwise complying with the terms of this Agreement and all applicable Laws. No such Transfer shall be effected until, and such transferee shall succeed to the rights of such Holder only upon, final acceptance and registration of the transfer by the Company in the register in accordance with this Agreement. Prior to due presentation for registration of transfer, the Company and any agent of the Company may deem and treat the Person in whose name the Warrant Certificates are registered as the absolute owner thereof for all purposes (notwithstanding any notation of ownership or other writing thereon made by anyone), and the Company shall not be affected by any notice to the contrary or be bound to recognize any equitable or other claim to or an interest in any Warrants on the part of any other Person and shall not be liable for any registration of transfer of Warrant Certificates that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer or with such knowledge of such facts that its participation therein amounts to bad faith. When Warrant Certificates are presented to the Company with a request to register the transfer the...
Certain Transfer Restrictions. The Executive agrees that, prior to the earlier of the 18-month anniversary of the Effective Date and the termination of the Executive’s employment with the Corporation (such earlier date, the “Rule 10b5-1 Date”), the Executive shall not, without the approval of the Board, sell, lend, offer, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any securities of Holdings, except pursuant to (i) any new, modified or amended contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)(1) under the Exchange Act (as defined in Section 19) (such a contract, instruction or written plan, a “Rule 10b5-1 Plan”) that has been approved by the Board on or after the Effective Date, (ii) any existing Rule 10b5-1 Plan entered into prior to the Effective Date, assuming such plan is not subsequently modified or amended except as has been approved by the Board, (iii) transfers pursuant to a tender offer, merger, consolidation or other similar transaction that is approved by the Board , (iv) a transfer pursuant to a will, other testamentary document or intestacy, (v) a transfer by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement, (vi) a transfer to an estate planning vehicle or entity or to any other entity or vehicle that is an affiliate of Executive, subject in each case to the last sentence of this Section 6.3, (vii) a bona fide gift, or (viii) a transfer to Holdings or to any subsidiary thereof. If any securities of Holdings beneficially owned by the Executive as of or subsequent to the date hereof are transferred to an estate planning vehicle or entity or any other entity or vehicle that is an affiliate of the Executive prior to the Rule 10b5-1 Date, then such shares shall continue to be subject to all of the terms and conditions set forth in this Section 6.3.
Certain Transfer Restrictions. Any Common Units issued to Xx. Xxxxxxxxxxx or Xx. Xxxxxxxxx as Common Unit Consideration or Earn-out Common Unit Consideration (as defined in Section 3.01(b) below), in the aggregate, shall be restricted as to transfer as follows: (i) not more than 20% of any such Common Units until the first annual anniversary of the Closing Date, (ii) not more than 40% of any such Common Units until the second annual anniversary of the Closing Date, (iii) not more than 60% of any such Common Units until the third annual anniversary of the Closing Date, (iv) not more than 80% of any such Common Units until the fourth annual anniversary of the Closing Date and (v) thereafter freely transferable except for restrictions on transfer under the Securities Act.
Certain Transfer Restrictions. Such Purchaser is aware that the Securities purchased at the first Closing (when the Company is an Israeli public company) are and will be subject to transfer restrictions in the Israeli Securities Law Regulations (Details with Regard to Sections 15A to I5C of the Law) - 2000, which impose certain restrictions in respect of the tradability of such Securities.
Certain Transfer Restrictions. (a) The TPG Member and its Affiliates and the TB Member and its Affiliates shall not knowingly Transfer, directly or indirectly, all or any portion of its Interest to any of the Persons set forth on Schedule 8.05(a). This Section 8.05(a) shall automatically terminate at such time as the TPG Member and its Affiliates or the TB Member and its Affiliates, as the case may be, hold less than 5% of the outstanding Units of the Company. Notwithstanding any other provision in this Agreement, any amendment to this Agreement having the effect of amending or modifying this Section 8.05(a) (including for the avoidance of doubt Schedule 8.05(a)) shall require the prior written consent of the Intel Member, the TPG Member and (if such amendment involves adding Person to Schedule 8.05(a) or the TB Member is otherwise adversely effected by such amendment), the TB Member.
(b) Notwithstanding anything to the contrary contained herein, no Member will be entitled to Transfer any Unvested Management Incentive Unit Interest without the written consent of the Managing Member.
Certain Transfer Restrictions. No holder of a Unit shall Transfer or permit the Transfer of any Units to:
(a) any Intel Competitor or any other Person set forth on Schedule 10.4, other than with the prior written consent of the Intel Majority; or
(b) any Person if such Transfer would result in the failure of any of the representations and warranties set forth in Section 15.12 and Section 15.13 as if such representations and warranties were made on the date of such Transfer. Any such attempted Transfer not in compliance with this Section 10.4 shall be null and void and not give effect to any such Transfer.
Certain Transfer Restrictions. (a) Until the expiration of the Lock-Up Period (as defined in section 3 below) each Stockholder may only Transfer any right, title or interest in any or all of his, her or its Securities, in compliance with the terms of this agreement. Without limiting the foregoing:
(i) a Stockholder may Transfer (if such Stockholder is an individual, such Transfer may be inter vivos or testamentary) all or part of his, her or its Securities to:
(A) the Company;
(B) the Immediate Family of such Stockholder;
(C) a corporation, limited liability company, limited or general partnership or similar entity of which the shareholders, members or partners consist entirely of the Stockholder and Persons to whom the Stockholder is otherwise permitted to make Transfers under Section 2(a)(i) through (iv); or
(D) if such Stockholder is a corporation, limited liability company, limited or general partnership or similar entity, such Stockholder may Transfer its Securities to the shareholders, members or partners of such Stockholder and the members of the Immediate Family of such shareholders, members or partners;
(ii) a Stockholder may Transfer all or a part of his, her or its Securities to any other Stockholder or any Affiliate thereof;
(iii) a Stockholder may Transfer his, her or its Securities to L Capital pursuant to the Share Transfer Agreement; and
(iv) a Stockholder may Transfer his, her or its Securities to an Affiliate of such Stockholder.
(b) Notwithstanding paragraph (a) above, a Stockholder may Transfer his, her or its Securities prior to the expiration of the Lock-Up Period (as defined in Section 3) in accordance with Section 4.
(c) Any purported Transfer in violation of this agreement shall be void and of no force and effect.
(d) Any Transfer of Securities pursuant to paragraph (a) above prior to the expiration of the Lock-Up Period shall be subject to the transferee of Securities thereunder executing and delivering to the Company an instrument, satisfactory to the Company that evidences the transferee's agreement to be bound by the provisions hereof with the same rights and obligations as the Stockholder.
