Common use of Effectiveness of Transfers Clause in Contracts

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.

Appears in 2 contracts

Samples: Stockholders Agreement (Cotiviti Holdings, Inc.), Stockholders Agreement (Cotiviti Holdings, Inc.)

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Effectiveness of Transfers. All Shares Transferred Any Subject Securities transferred by a Stockholder (other than pursuant to an effective registration statement under the Securities Act or a Permitted Transferee shall, except as otherwise expressly stated herein, Rule 144 Transaction if the Subject Securities are listed or admitted to trading on an Active Trading Market) shall be held by the Permitted Transferee transferee thereof subject pursuant to this Agreement. Such Permitted Transferee 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 transferee or by any parties to this Agreement. Without affecting the preceding sentence, if such Permitted Transferee transferee is not a Stockholder on the date dates of such Transfertransfer, then such Permitted Transfereetransferee, as a condition to such Transfertransfer, shall confirm such Permitted Transfereetransferee’s obligations hereunder by executing a counterpart of, or Joinder to, this Agreementin accordance with Section 2.13 hereof. No Shares Subject Securities shall be transferred on the Company’s books and records, and no Transfer of Shares transfer thereof shall be otherwise effective, unless any such Transfer 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.

Appears in 1 contract

Samples: Stockholders Agreement (Insight Health Services Holdings Corp)

Effectiveness of Transfers. All Shares Transferred Any Subject Securities transferred by a Stockholder (other than pursuant to an effective registration statement under the 1933 Act or a Permitted Transferee shall, except as otherwise expressly stated herein, Rule 144 Transaction) shall be held by the Permitted Transferee transferee thereof subject pursuant to this Agreement. Such Permitted Transferee 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 transferee or by any parties to this Agreement. Without affecting the preceding sentence, if such Permitted Transferee transferee is not a Stockholder on the date dates of such Transfertransfer, then such Permitted Transfereetransferee, as a condition to such Transfertransfer, shall confirm such Permitted Transferee’s transferee's obligations hereunder by executing a counterpart of, or Joinder to, this Agreementin accordance with Section 4.12 hereof. No Shares Subject Securities shall be transferred on the Company’s 's books and records, and no Transfer transfer of Shares thereof shall be otherwise effective, unless any such Transfer 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.

Appears in 1 contract

Samples: Stockholders Agreement (Desa Holdings Corp)

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Effectiveness of Transfers. All Shares Transferred Any Subject Securities transferred by a Stockholder (other than pursuant to an effective registration statement under the Securities Act or a Permitted Transferee shall, except as otherwise expressly stated herein, Rule 144 Transaction if the Subject Securities are listed or admitted to trading on an Active Trading Market) shall be held by the Permitted Transferee transferee thereof subject pursuant to this Agreement. Such Permitted Transferee 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 transferee or by any parties to this Agreement. Without affecting the preceding sentence, if such Permitted Transferee transferee is not a Stockholder on the date dates of such Transfertransfer, then such Permitted Transfereetransferee, as a condition to such Transfertransfer, shall confirm such Permitted Transferee’s transferee's obligations hereunder by executing a counterpart of, or Joinder to, this Agreementin accordance with Section 2.13 hereof. No Shares Subject Securities shall be transferred on the Company’s 's books and records, and no Transfer of Shares transfer thereof shall be otherwise effective, unless any such Transfer 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.

Appears in 1 contract

Samples: Stockholders Agreement (Insight Health Services Holdings Corp)

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