Certain Transferees Bound by Agreement. Subject to compliance with the other provisions of this Article III, any Stockholder may Transfer any Securities held by such Stockholder in accordance with applicable law; provided, however, that if the Transfer is not made pursuant to a Public Sale or a transaction the consummation of which will cause the termination of this Agreement pursuant to Article VI, then the transferor of such Security shall first deliver to the Company a written agreement of the proposed transferee to become a Stockholder and to be bound by the terms of this Agreement (unless such proposed transferee is already a Stockholder). All Non-Blackstone Securities will continue to be Non-Blackstone Securities in the hands of any transferee (other than the Company, any Blackstone Holder or any transferee in a Public Sale). All Blackstone Securities will continue to be Blackstone Securities in the hands of any transferee, except if the transferee is (i) the Company or any of its Subsidiaries, (ii) the Non-Blackstone Holders, (iii) a transferee in a transaction that constitutes a Change of Control, or (iv) a transferee in a Public Sale.
Appears in 2 contracts
Samples: Stockholders Agreement (TaskUs, Inc.), Stockholders Agreement (TaskUs, Inc.)
Certain Transferees Bound by Agreement. Subject to compliance with the other provisions of this Article III, any Stockholder Securityholder may Transfer any Securities held by such Stockholder Securityholder in accordance with applicable law; provided, however, that if the Transfer is not made pursuant to a Public Sale or a transaction the consummation of which will cause the termination of this Agreement pursuant to Article VIV, then the transferor Transferor of such Security shall first deliver to the Company a written agreement of the proposed transferee Transferee (excluding a Transferee that is a Limited Partner) to become a Stockholder Securityholder and to be bound by the terms of this Agreement (unless such proposed transferee Transferee is already a StockholderSecurityholder). All Non-Blackstone Employee Securities will continue to be Non-Blackstone Employee Securities in the hands of any transferee Transferee (other than the Company, any Blackstone Holder or any transferee Transferee in a Public Sale). All Blackstone Securities will continue to be Blackstone Securities in the hands of any transfereeTransferee (other than the Company, except if the transferee is (i) the Company Employees or any of its Subsidiaries, (ii) the Non-Blackstone Holders, (iii) a transferee in a transaction that constitutes a Change of Control, or (iv) a transferee Transferee in a Public Sale).
Appears in 2 contracts
Samples: Termination Agreement (Pinnacle Foods Inc.), Securityholders Agreement (Pinnacle Foods Finance LLC)
Certain Transferees Bound by Agreement. Subject to compliance with the other provisions of this Article III, any Stockholder Securityholder may Transfer any Securities held by such Stockholder Securityholder in accordance with applicable law; provided, however, that if the Transfer is not made pursuant to a Public Sale or a transaction the consummation of which will cause the termination of this Agreement pursuant to Article VI, then the transferor of such Security shall first deliver to the Company a written agreement of the proposed transferee (excluding a transferee that is a Limited Partner) to become a Stockholder Securityholder and to be bound by the terms of this Agreement (unless such proposed transferee is already a StockholderSecurityholder). All Non-Blackstone Employee Securities will continue to be Non-Blackstone Employee Securities in the hands of any transferee (other than the Company, any Blackstone Holder or any transferee in a Public Sale); provided that Employee Securities Transferred pursuant to an exercise of tag-along rights as an Other Holder under Section 3.3(a) shall not be subject to the provisions of Section 3.1 in the hands of the transferee or any subsequent transferee. All Blackstone Securities will continue to be Blackstone Securities in the hands of any transfereetransferee (other than the Company, except if the transferee is (i) the Company Employees or any of its Subsidiaries, (ii) the Non-Blackstone Holders, (iii) a transferee in a transaction that constitutes a Change of Control, or (iv) a transferee in a Public Sale).
Appears in 1 contract
Samples: Securityholders Agreement (Catalent USA Woodstock, Inc.)