Common use of Expressly Permitted Transfers Clause in Contracts

Expressly Permitted Transfers. (a) Notwithstanding anything to the contrary in Section 5.3, a Class B Stockholder may Transfer any of its shares of Class B Stock or any interest therein (A) to a trust the beneficiary of which is such holder’s spouse, parents, members of his immediate family or his lineal descendants, or (B) to any other person provided that Team has consented in writing to such Transfer, which consent can be withheld at the sole discretion of Team (any such transferee pursuant to this Section 5.4(a) shall be referred to herein as a “Permitted Transferee”). Any Transfer made pursuant to this Section 5.4(a) shall be effective only if such Permitted Transferee shall agree in writing to be bound by the terms and conditions of this Agreement. (b) In the event a Transfer of any shares of Class B Stock has taken place in violation of the provisions of this Agreement, such Transfer shall be void and of no effect, and no distribution or any kind shall be paid by the Company or Team to the transferee in respect of such shares of Class B Stock (all such dividends and distributions being deemed waived), and the voting rights of such shares of Class B Stock on any matter whatsoever shall remain vested in the transferor.

Appears in 3 contracts

Samples: Put/Call Option Agreement, Put/Call Option Agreement (Team Inc), Put/Call Option Agreement (Team Inc)

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Expressly Permitted Transfers. (a) Notwithstanding anything to the contrary in Section 5.34.1, a Class B Stockholder Evolved Technology may Transfer any of its shares of Class B Evolved Stock or any interest therein (A) to a trust the beneficiary of which is such holder’s owner or such owner’s spouse, parents, members of his immediate family or his lineal descendants, or (B) to any other person provided that Team WEBXU has consented in writing to such Transfer, which consent can be withheld at the sole discretion of Team WEBXU (any such transferee pursuant to this Section 5.4(a4.2(a) shall be referred to herein as a “Permitted Transferee”). Any Transfer made pursuant to this Section 5.4(a4.2(a) shall be effective only if such Permitted Transferee shall agree in writing to be bound by the terms and conditions of this Agreement. (b) In the event a Transfer of any shares of Class B Evolved Stock has taken place in violation of the provisions of this Agreement, such Transfer shall be void and of no effect, and no distribution or any kind shall be paid by the Company or Team WEBXU to the transferee in respect of such shares of Class B Evolved Stock (all such dividends and distributions being deemed waived), and the voting rights of such shares of Class B Evolved Stock on any matter whatsoever shall remain vested in the transferor.

Appears in 1 contract

Samples: Share Exchange Agreement (WebXU, Inc.)

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Expressly Permitted Transfers. (a) Notwithstanding anything to the contrary in Section 5.34.1, a Class B Stockholder PC GLOBAL may Transfer any of its shares of Class B PC GLOBAL Stock or any interest therein (A) to a trust the beneficiary of which is such holder’s owner or such owner’s spouse, parents, members of his immediate family or his lineal descendants, or (B) to any other person provided that Team WEBXU has consented in writing to such Transfer, which consent can be withheld at the sole discretion of Team WEBXU (any such transferee pursuant to this Section 5.4(a4.2(a) shall be referred to herein as a “Permitted Transferee”). Any Transfer made pursuant to this Section 5.4(a4.2(a) shall be effective only if such Permitted Transferee shall agree in writing to be bound by the terms and conditions of this Agreement. (b) In the event a Transfer of any shares of Class B PC GLOBAL Stock has taken place in violation of the provisions of this Agreement, such Transfer shall be void and of no effect, and no distribution or any kind shall be paid by the Company or Team WEBXU to the transferee in respect of such shares of Class B PC GLOBAL Stock (all such dividends and distributions being deemed waived), and the voting rights of such shares of Class B PC GLOBAL Stock on any matter whatsoever shall remain vested in the transferor.

Appears in 1 contract

Samples: Share Exchange Agreement (WebXU, Inc.)

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