Effectiveness of Transfers. Any Subject Securities transferred by a Stockholder (other than pursuant to an effective registration statement under the 1933 Act or a Rule 144 Transaction) shall be held by the transferee thereof pursuant to this Agreement. Such transferee shall, except as otherwise expressly stated herein, have all the rights and be subject to all of the obligations of a Stockholder under this Agreement automatically and without requiring any further act by such transferee or by any parties to this Agreement. Without affecting the preceding sentence, if such transferee is not a Stockholder on the dates of such transfer, then such transferee, as a condition to such transfer, shall confirm such transferee's obligations hereunder in accordance with Section 4.12
Effectiveness of Transfers. No Shares shall be Transferred on the Company’s books and records, and Transfers of Shares shall be otherwise ineffective, unless any such transfer is made pursuant to and in accordance with the terms and conditions of this Agreement.
Effectiveness of Transfers. 37 4.12 Additional Stockholders . . . . . . . . . . . . . . . . . . 37 4.13
Effectiveness of Transfers. All Shares transferred by a Stockholder (other than pursuant to an effective registration statement under the 1933 Act or pursuant to a Rule 144 transaction) shall, except as otherwise expressly stated herein, be held by the transferee thereof subject to this Agreement. Such transferee shall, except as otherwise expressly stated herein, have all the rights and be subject to all of the obligations of a Stockholder under this Agreement (as though such party had so agreed pursuant to Section 4.13) automatically and without requiring any further act by such transferee or by any parties to this Agreement. Without affecting the preceding sentence, if such transferee is not a Stockholder on the date of such transfer, then such transferee, as a condition to such transfer, shall confirm such transferee's obligations hereunder in accordance with Section 4.13. No Shares shall be transferred on the Company's books and records, and no transfer of Shares shall be otherwise effective, unless any such transfer is made in accordance with the terms and conditions of this Agreement, and the Company is hereby authorized by all of the Stockholders to enter appropriate stop transfer notations on its transfer records to give effect to this Agreement.
Effectiveness of Transfers. The Company shall have no obligation to recognize the effectiveness of any Transfer, whether voluntary or involuntary, until the Manager receives notice of the actual of proposed Transfer and confirms compliance with the conditions set forth in Section 12.3. At such time, the Manager shall note the transfer of the Units on the Company's books and records.
Effectiveness of Transfers. All Shares Transferred by a Stockholder to a Permitted Transferee shall, except as otherwise expressly stated herein, be held by the Permitted Transferee thereof subject to this Agreement. Such Permitted Transferee shall, except as otherwise expressly stated herein, have all of the rights and be subject to all of the obligations of a Stockholder under this Agreement automatically and without requiring any further act by such Permitted Transferee or by any parties to this Agreement. Without affecting the preceding sentence, if such Permitted Transferee is not a Stockholder on the date of such Transfer, then such Permitted Transferee, as a condition to such Transfer, shall confirm such Permitted Transferee’s obligations hereunder by executing a counterpart of, or Joinder to, this Agreement. No Shares shall be transferred on the Company’s books and records, and no Transfer of Shares shall be otherwise effective, unless any such Transfer is made in accordance with the terms and conditions of this Agreement, and the Company is hereby authorized by all of the Stockholders to enter appropriate stop transfer notations on its transfer records to give effect to this Agreement.
Effectiveness of Transfers. Any Company Securities Transferred by a Member in accordance with this Agreement shall be held by the transferee pursuant to this Agreement. Such transferee shall, except as otherwise expressly stated in this Agreement, have all the rights and be subject to all of the obligations of the transferring Member under this Agreement, automatically and without requiring any further act by such transferee or by any parties to this Agreement. Without affecting the preceding sentence, if such transferee is not already a Member, then such transferee, as a condition to such Transfer, shall confirm such transferee’s obligations hereunder in accordance with Section 11.6. The transferring Member shall not be relieved of its obligations under this Agreement arising prior to such Transfer. No Company Securities shall be transferred on the Company’s books and records, and no Transfer thereof shall be otherwise effective, unless any such Transfer is made in accordance with the terms and conditions of this Agreement, and the Company is hereby authorized by all of the Members to enter appropriate stop transfer notations on its records to give effect to this Agreement.
Effectiveness of Transfers. All Shares Transferred by a Stockholder (other than pursuant to an effective registration statement under the 1933 Act or pursuant to a Rule 144 Transaction) shall, except as otherwise expressly stated herein, be held by the transferee thereof pursuant to this Agreement. Such transferee shall, except as otherwise expressly stated herein, have all the rights and be subject to all of the obligations of a Stockholder under this Agreement (as through such party had so agreed pursuant to Section 4.13 hereof) automatically and without requiring any further act by such transferee or by any parties to this Agreement. Without affecting the preceding sentence, if such transferee is not a Stockholder on the date of such Transfer, then such transferee, as a condition to such Transfer, shall confirm such transferee's obligations hereunder in accordance with Section 4.13
Effectiveness of Transfers. All Shares Transferred by a Stockholder (other than pursuant to an effective registration statement under the 1933 Act, pursuant to a Rule 144 transaction or pursuant to any distribution of Shares by an H&F Stockholder to its partners, members or other investors after an initial Public Offering) shall, except as otherwise expressly stated herein, be held by the transferee thereof subject to this Agreement. Such transferee shall, except as otherwise expressly stated herein, have all the rights and be subject to all of the obligations of the transferor Stockholder under this Agreement (as though such party had so agreed pursuant to Section 5.13) automatically and without requiring any further act by such transferee or by any parties to this Agreement. Without affecting the preceding sentence, if such transferee is not a Stockholder on the date of such Transfer, then such transferee, as a condition to such Transfer, shall confirm such transferee’s obligations hereunder in accordance with Section 5.13. No Transfer of Shares by a Stockholder shall be registered on the Company’s books and records, and such Transfer of Shares shall be null and void and not otherwise effective, unless any such Transfer is made in accordance with the terms and conditions of this Agreement, and the Company is hereby authorized by all of the Stockholders to enter appropriate stop transfer notations on its transfer records to give effect to this Agreement.
Effectiveness of Transfers. No Member may transfer any portion of the Member s interest in the Company except as permitted in the section of this agreement relating to transfer of Members interests. Any purported transfer of an ownership interest in violation of this agreement will be void and of no effect. A transfer includes a sale, exchange, pledge, or other disposition, whether voluntary, involuntary, or by operation of law, and specifically includes the transfer of a Member s interest incident to a dissolution of the Member s marriage or a legal separation from his or her spouse Securities Law Restriction. Each Member acknowledges that the Members interests in the Company have not been registered under the Securities Act of 1933 or applicable state securities laws in reliance on exemptions from registration and that the resale or other transfer of the Members interests is restricted by applicable provisions of the Securities Act of 1933 and applicable state securities laws. Each Member agrees that the Member s interest may not be offered for sale, sold, transferred, pledged, or otherwise disposed of unless the Members interests in the Company are registered under the Securities Act of 1933 and applicable state securities laws or unless an exemption from registration is otherwise available. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE INTEREST OF A MEMBER IN THE COMPANY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE MANAGERS THAT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED Permitted Transfers. Subject to the securities and tax law restrictions, the interest of a Member in the Company may be transferred to one of the initial Members named in this agreement, a lineal descendant of one of the initial Members, or to a trust for the benefit of any one or more such persons. A Member may transfer all or a part of the Member s interest in the Company to any other person with the prior written consent of all Managers. If the Managers do not consent, the Member may make the transfer if: (a) the interest has been tendered for sale to 12 Operating Agreement 13 the Company; (b) the tender has not been accepted by the Company or the other Members within the time limits set forth in this agreement; (c) the transfer is made to ...
