Condition of Transfer. The parties hereto hereby agree that it shall be a condition of the Transfer of any Shares to any Person who is not a party to this Agreement that such Transfer shall not be effected unless and until such Person agrees in writing to be bound by the terms and conditions of this Agreement; provided, that the foregoing shall not apply to any transferee in a Transfer of Shares made pursuant to (i) an open market transaction, (ii) a Public Offering or (iii) a Fund Distribution.
Condition of Transfer. The Company will issue no Shares pursuant to the Option before the Participant has paid the Exercise Price and any withholding obligation in full..
Condition of Transfer. Unless otherwise agreed by the Shareholders, it shall be a condition precedent to the right of any Transferor to transfer Shares that the Transferee (if not already bound by the provisions of this Agreement) executes a Joinder under which the Transferee shall agree to be bound by the obligations and shall be entitled to the benefit of this Agreement as if it is an original party hereto in place of the Transferor. If the Transferor transfers only part of the Shares it holds in the Company, the Transferee holding shares in the Company after such transfer, together with the Transferor, shall collectively be deemed as the “Shareholder” in this Agreement upon such transfer and, the rights of the Transferor under this Agreement shall be exercised collectively.
Condition of Transfer. Before transferring out Locked-in Funds pursuant to subsection (a) above, We will advise the transferee in writing of the locked in status of the money and make acceptance of the transfer subject to the conditions provided for in subsection 29(4) of the Pension Act.
Condition of Transfer. Subject to and without prejudice to this Clause 12, the Parties agree that it shall be a condition precedent to the right of any of the Shareholders to transfer Shares that the transferee (if not already bound by the provisions of this Agreement) executes an accession agreement substantially in the form annexed hereto as Schedule 5 (“the Accession Agreement”) under which the transferee shall agree to be bound by the obligations of and shall be entitled to the benefit of this Agreement as if an original party hereto in place of the transferor.
Condition of Transfer. Any Transferee of a Stockholder (other than a Transferee in a Public Transfer) and any Transferee of less than all of the outstanding Common Stock and Vested Options held by Stockholders pursuant to Section 4.2 shall, unless this Agreement expressly provides otherwise, hold such Transferred shares of Common Stock and/or Vested Options subject to all of the provisions of this Agreement and shall make no further Transfers except as permitted in this Agreement. As a condition precedent to any such Transfer of shares, the Transferee shall execute an agreement to be bound substantially in the form of Exhibit B hereto whereby such Transferee shall agree to become a party to and be bound by all of the provisions of this Agreement including, without limitation, the Irrevocable Proxy set forth in Section 3.5 (in the case of a Transferee of a Preferred Stockholder) and the power of attorney set forth in Section 3.7 (in the case of a Transferee of a Preferred Stockholder) and, thereafter, references to the Management Stockholders shall be deemed to include any individual Transferee of any Management Stockholder (other than a Transferee in a Public Transfer) and any Transferee pursuant to Section 4.2 (to the extent of the Common Stock and/or Vested Options purchased from a Management Stockholder thereunder) and references to the Preferred Stockholders shall be deemed to include any individual Transferee of any Preferred Stockholder (other than a Transferee in a Public Transfer) and any Transferees pursuant to Section 4.2 (to the extent of the Common Stock purchased from a Preferred Stockholder thereunder). Any Transfer of shares not in compliance with this Agreement shall be void and of no effect whatsoever.
Condition of Transfer. It shall be a condition of any transfer of Ordinary Shares (whether permitted or required) that the transferee thereof, if not already a party to this Agreement, enters into an undertaking to observe and perform the provisions and obligations of this Agreement in the form set out in Schedule 1 hereof and furnishes such undertaking to the Company, and in the absence of such undertaking being furnished, such transfer shall be null and void and such transferee shall not be recognized by the Company as the holder or owner of the Ordinary Shares which are subject of such transfer for any purpose (including, without limitation, voting or dividend rights).
Condition of Transfer. If Tenant desires to effect a Transfer, Tenant shall submit in writing to Landlord within a reasonable time for evaluation prior to the proposed Transfer the following information all in sufficient detail to enable Landlord to evaluate the proposed Transfer and the prospective Transferee:
Condition of Transfer. Unless otherwise agreed by a majority in interest of the Investors, it shall be a condition precedent to the right of any Transferor to transfer Shares that the Transferee (if not already bound by the provisions of this Agreement) executes a Joinder under which the Transferee shall agree to be bound by the obligations and shall be entitled to the benefit of this Agreement as if it is an original party hereto in place of the Transferor. The foregoing condition precedent shall not be applicable to any share transfer by EMH, provided that following such transfer, EMH will continue to hold no less than fifty point one percent (50.1%) of the outstanding share capital of the Company calculated on a fully diluted basis.
Condition of Transfer. Any Transferee of any Series C --------------------- Stockholder shall, unless this Agreement expressly provides otherwise, hold such Transferred shares subject to all of the provisions of this Agreement and shall make no further Transfers except as permitted in this Agreement. As a condition precedent to any Transfer of shares, including a transfer permitted by Section 4.1(c), (i) the Transferee -------------- shall agree in writing to become a party to and be bound by all of the provisions of this Agreement including, without limitation, the power of attorney set forth in Section 3.4, and (ii) if the Transfer is to be effected ----------- pursuant to an exemption from registration under the Securities Act, the Transferee shall make the representations and warranties set forth in Section 5.2 of the Preferred Stock Issuance and Restructuring Agreement. Any Transfer of shares not in compliance with this Agreement shall be void and of no effect whatsoever.
