Disposition of the Shares. Subject to the terms of this Agreement, each Seller hereby agrees that he/she shall transfer, sell or otherwise dispose of the Purchaser Shares in accordance with Rule 144. The Purchaser shall not be required to transfer on its books any Purchaser Shares, which have been sold or transferred in violation of the provisions of this Agreement. The Purchaser shall not be required to treat any transferee to whom the Purchaser Shares have been transferred in contravention of this Agreement as the owner of the Purchaser Shares.
Disposition of the Shares. The Specified Stockholder hereby agrees that, without the prior written consent of RGGPLS, it will not, at any time after the date hereof and prior to the Release Date, (i) offer, pledge, sell, assign, 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, lend, or otherwise transfer or dispose of, directly or indirectly, any of its Shares or any securities convertible into or exercisable or exchangeable for Shares or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares (whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash, property or otherwise), in each case until such time as the Specified Stockholder has sold or disposed of, to a third party that is not an Affiliate of the Specified Stockholder, all of the Excluded Shares (it being understood and agreed that for purposes of this Section 4.01 the term “Excluded Shares” shall only apply to shares of Common Stock then owned by the Specified Stockholder that constitute Excluded Shares) owned by the Specified Stockholder.
Disposition of the Shares. (a) Each Learn2 Stockholder covenants and agrees that from the date of this Agreement until the Termination Date (as defined in Section 16 hereof), such Learn2 Stockholder shall not sell, assign, transfer, encumber, pledge, mortgage or otherwise encumber or dispose of or enter into any contract, option or other agreement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, pledge, mortgage or other encumbrance or disposition of ("Transfer"), any shares of the Common Stock or any other capital -------- stock of Learn2 (including all options, warrants and other rights to acquire shares of Common Stock or Learn2 capital stock) (together, the "Capital Stock") ------------- or any other voting interests in Learn2 now owned or hereafter acquired beneficially or of record by such Learn2 Stockholder without the consent of E- Stamp, provided, however, that the foregoing requirements shall not prohibit any Transfer of Capital Stock to any person or entity that does not prevent the Learn2 Stockholder from performing his or her obligations under this Agreement, and provided, further, that the foregoing requirements shall not prohibit any Transfer of Capital Stock to any person or entity where as a precondition to such Transfer the transferee: (i) executes a counterpart to this Agreement and a Proxy (as defined in Section 4, and with such modifications as Parent may reasonably request); and (ii) agrees in writing to hold such Capital Stock (or interest in Capital Stock) subject to all of the terms and provisions of this Agreement.
(b) Each Learn2 Stockholder hereby agrees and consents to the entry of stop transfer instructions by Learn2 against the transfer of any shares of the Capital Stock consistent with the terms of Section 2(a) hereof. ------------
Disposition of the Shares. The Parent and the Purchaser shall not, and they shall cause their direct and indirect subsidiaries not to, sell, transfer, assign, encumber or otherwise dispose of the Shares beneficially owned by the Parent, the Purchaser or their respective direct or indirect subsidiaries, as of the date of this Agreement, or acquired pursuant to the Offer or otherwise prior to the meeting of the Company's stockholders, if any is required, pursuant to which the Shares are voted with respect to the Merger, this Agreement and the transactions contemplated hereby; provided, however, that this Section 6.2 shall not apply to the sale, transfer, assignment, encumbrance or other disposition of any or all of such Shares in transactions involving solely the Parent, the Purchaser and/or one or more of their direct or indirect subsidiaries or in connection with any Qualified Acquisition Proposal (as defined in Section 6.5).
Disposition of the Shares. Except as expressly authorized by Aurora, Owner shall not dispose of, enter into an agreement for the disposition of or otherwise commit to the pledge, transfer, assignment, sale, gift or other disposition of the Shares or any rights therein or with respect thereto other than as contemplated by Section 3 hereof. In the event that Aurora determines to pledge, transfer, assign, sell or otherwise dispose of the Shares at any time, Owner hereby acknowledges and agrees that Owner will, upon receipt of notice from Aurora, take all actions necessary to effect any such transaction, at the sole expense of Aurora and subject to the right of indemnification under Section 6 hereof.
Disposition of the Shares. (a) Xxxxxx Xxxxx further agrees not to make any disposition of all or any part of the Shares in any event unless and until Xxxxxx Xxxxx shall have notified Cypress of the proposed disposition and shall have furnished Cypress with a detailed statement of the circumstances surrounding the proposed disposition (except for dispositions under Rule 144, in which case Xxxxxx Xxxxx need only state that a disposition under Rule 144 is being made), and if
Disposition of the Shares. (a) Each Stockholder covenants and agrees that from the date of this Agreement until the Termination Date (as defined in SECTION 17 hereof), such Stockholder shall not sell, assign, transfer, encumber, pledge, mortgage or otherwise encumber or dispose of or enter into any contract, option or other agreement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, pledge, mortgage or other Encumbrance or disposition of, any shares of Company Common Stock or any other capital stock of the Company (together, the "CAPITAL STOCK") or any other voting interests in the Company now owned or hereafter acquired beneficially or of record by such Stockholder.
(b) Each Stockholder hereby agrees and consents to the entry of stop transfer instructions by the Company against the transfer of any shares of Capital Stock consistent with the terms of SECTION 1(A) hereof.
Disposition of the Shares. MAMI hereby covenants that it will not make ------------------------- any sales of the Shares not in accordance with the Form S-3 Registration Statement and without satisfying the prospectus delivery requirement under the Securities Act. MAMI acknowledges that there may occasionally be times when the Company must suspend (for a period not to exceed 90 days) the use of the prospectus forming part of the Form S-3 Registration Statement until such time as an amendment to such Form S-3 Registration Statement has been filed by the Company and declared effective by the SEC, or until such time as the Company has filed an appropriate report with the SEC pursuant to the Exchange Act or applicable securities laws. MAMI hereby covenants that it will not sell any Shares pursuant to said prospectus during the period commencing at the time at which the Company gives MAMI written notice of the suspension of the use of such prospectus and ending at the time the Company gives MAMI written notice that MAMI may thereafter effect sales pursuant to said prospectus. MAMI further covenants to notify the Company promptly of the sale of any or all of its Shares and to comply with all filing, reporting and other obligations under applicable securities laws. MAMI further covenants to provide the Company with an updated, accurate and complete plan of distribution at all times for the Company is required to keep the Form S-3 Registration Statement in effect.
Disposition of the Shares. If the Shareholder should decide to dispose of the Shares, the Shareholder understands and agrees that he may do so (1) only pursuant to an effective registration statement under the Securities Act, (2) pursuant to an available exemption from the registration requirements of the Securities Act, (3) to an affiliate of the Shareholder, or (4) pursuant to Rule 144 promulgated under the Securities Act ("Rule 144"). In connection with any transfer of any Shares other than pursuant to an effective registration statement, Rule 144, to the Company or to an affiliate of the Shareholder, the Company may require the Shareholder to provide to the Company a written opinion of counsel experienced in the area of United States securities laws selected by the Shareholder, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act; provided, however, that if the Shares may be sold pursuant to Rule 144(k), no written opinion of counsel shall be required from the Shareholder if the Shareholder provides reasonable assurances that such security can be sold pursuant to Rule 144(k). Notwithstanding the foregoing, the Company hereby consents to and agrees to register any transfer by the Shareholder to an affiliate of the Shareholder, provided that (i) the transferee certifies to the Company that such transferee is an "accredited investor" as defined in Rule 501(a) under the Securities Act; or (ii) Shareholder delivers to Company a legal opinion, the substance of which shall be reasonably acceptable to the Company, to the effect that the transfer may be effected without registration under the Securities Act. Any such transferee must agree in writing to be bound by the terms of this Agreement and shall have the rights of the Shareholder under this Agreement. The Company shall not require an opinion of counsel in connection with the transfer of the Shares to an affiliate of the Shareholder who executes an agreement to be bound by the terms hereof.
Disposition of the Shares. (a) On or before October 31, 1998, NMFSC will determine, and will give notice to MBS-NV and the Escrow Agent of its determination of, the amount of fees (net of refunds and net of a reasonable reserve for future refunds as determined by NMFSC in good faith) collected by or for the account of NMFSC from October 1, 1997 through September 30, 1998 pursuant to MBS-NV's assignment of the Contract Rights (as defined in the Agreement) to NMFSC (the "Annual Revenues"). If NMFSC notifies the Escrow Agent that the Annual Revenues were US$1,800,000 or more, the Escrow Agent shall promptly deliver to MBS-NV all of the Shares and all other property then held by the Escrow Agent hereunder (and if the Escrow Agent shall have caused any such other property to be registered in its name, the Escrow Agent shall promptly transfer record ownership to MBS-NV). If NMFSC notifies the Escrow Agent that the Annual Revenues were US$850,000 or less, the Escrow Agent shall, subject to the provisions of Section 6(b), promptly deliver to NMFSC all of the Shares, with a stock transfer power or other indorsement assigning the Shares to NMFSC duly completed by the Escrow Agent as attorney-in-fact for MBS-NV pursuant to Section 7, and all other property then held by the Escrow Agent hereunder (and if the Escrow Agent shall have caused any such other property to be registered in its name, the Escrow Agent shall promptly transfer record ownership to NMFSC). If NMFSC notifies the Escrow Agent that the Annual Revenues were less than US$1,800,000 but more than US$850,000, NMFSC shall include in its notice to the Escrow Agent (and MBS-NV) a statement of the number of Earned Shares (as defined below). The Escrow Agent shall promptly thereafter deliver to MBS-NV (i) stock certificates representing a number of Shares equal to the number of Earned Shares and (ii) all dividends or other distributions distributed on, in respect of or in substitution for the Earned Shares (and all earnings on such distributions) held by the Escrow Agent hereunder; and the Escrow Agent shall, subject to the provisions of Section 6(b), promptly deliver to NMFSC stock certificates representing all Shares other than the Earned Shares (the "Unearned Shares") and all dividends or other distributions distributed on, in respect of or in substitution for the Unearned Shares (and all earnings on such distributions) held by the Escrow Agent hereunder; in each case with appropriate transfers of record ownership as provided in the s...
