Limitation on Transfer of Shares. During the Restricted Period, any Transfer of Shares by any Stockholder shall be subject to the following limitations:
(a) no Shares may be Transferred, to any Person or Group, if, after giving effect to such Transfer such Person or Group would, to the knowledge of any Stockholder, beneficially own, or have the right to acquire, 7% or more of the Voting Power of the Company, unless such Transfer is to any member of the Family of a Stockholder, but only if such Family member agrees to be bound by the terms of this Agreement as a Stockholder and execute a joinder reasonably satisfactory to the Company at the time of such Transfer;
(b) no Shares may be Transferred to any competitor of the Company or any of its Subsidiaries (as reasonably determined by the Company); and
(c) if such Transfer is an open market sale, such Transfer shall be made in accordance with the volume and manner of sale restrictions under Paragraphs (e)(1) and (f) of Rule 144 under the Securities Act (regardless of whether the volume and manner of sale restrictions therein are otherwise applicable); provided, however, that the restrictions in this Section 3.01(a) shall not apply to (i) sales pursuant to a widely disbursed public offering of Shares registered under the Securities Act, (ii) any Transfers of Shares pursuant to an offer or transaction approved or recommended by the Board of Directors or (iii) any foreclosure or settlement pursuant to the terms of any pledge or hedging transaction entered into by such Stockholder.
Limitation on Transfer of Shares. (a) Employee shall not effect any Transfer of the Restricted Securities, except for Permitted Transfers (but subject to the provisions of Section 3(a) hereof). Any Transfer or attempted Transfer of the Restricted Securities or any interest therein in violation of the terms and conditions of this Agreement shall be void and invalid; and the Company may refuse to transfer any Restricted Securities attempted to be Transferred in violation of this Agreement. Any Person acquiring Restricted Securities or any interest therein in violation of the terms and conditions of this Agreement, and any such Restricted Securities, shall be subject to all of obligations imposed upon or with respect to the Restricted Securities by this Agreement but shall not be entitled to any of the rights granted with respect to the Restricted Securities or the holder thereof by this Agreement.
(b) For purposes hereof, "Permitted Transfers" shall mean and include the following:
Limitation on Transfer of Shares. Except for Transfer to a Permitted Transferee, no Party shall Transfer in excess of 10% of the Total Owned Shares of such Party in any calendar year (the “Annual Limitation”; provided, however, that if any Party shall die during the term of this Agreement, the estate of such Party may sell in excess of the Annual Limitation if such sale(s) are necessary to pay estate taxes and in the best interests of the estate as determined in good faith by the executor or personal representative of such estate.
Limitation on Transfer of Shares. The undersigned acknowledges that he is aware that there are substantial restrictions on the transferability of the Shares. The Shares will not be registered under the 1933 Act or of applicable state securities laws, and the Shares may not be, and the undersigned agrees that it shall not be, sold unless such sale is registered or exempt from such registration under the 1933 Act or state securities laws or regulations. The undersigned further acknowledges that the Company is under no obligation to aid him in obtaining any exemption from the registration requirements. The undersigned also acknowledges that he shall be responsible for compliance with all conditions on transfer imposed by any securities administrator of any state and for any expenses incurred by the Company for legal or accounting services in connection with reviewing such a proposed transfer and/or issuing an opinion in connection therewith. The Company agrees that, within nine months from the date hereof, it will file a registration statement covering open market resales of the Shares.
Limitation on Transfer of Shares. (a) Except as permitted by Section 4.1(b), at any time prior to the Istithmar Standstill Expiration Date, the members of the Istithmar Group shall not, without the consent of a majority of the Independent Directors, sell, transfer or otherwise dispose of Shares, directly or indirectly, to any Person or 13D Group, if, after giving effect to such sale, transfer or other disposition such Person or 13D Group would, to Istithmar's knowledge after due inquiry, Beneficially Own, or have the right to acquire Beneficial Ownership of, more than 4.9% of the Company's Voting Stock.
(b) Notwithstanding any of the foregoing, Istithmar may at any time:
(i) transfer any or all of its Shares to a member of the Istithmar Group which agrees in writing to be bound by the terms and provisions of this Agreement to the same extent as the transferor party (a "Permitted Transferee") and remains a member of the Istithmar Group at all times following such transfer; provided that Istithmar shall not (A) permit such Permitted Transferee to cease to be a member of the Istithmar Group unless Istithmar has first reacquired all such transferred Shares from the Permitted Transferee and (B) in any manner be released from any of its obligations hereunder as a result of any transfer to a Permitted Transferee.
(ii) sell, transfer or otherwise dispose of any of its Shares in an Underwritten Public Offering (as defined in the Registration Rights Agreement) pursuant to any registration effected under the Registration Rights Agreement, subject to the conditions and limitations contained therein;
(iii) make a sale of Shares otherwise prohibited by Section 4.1(a) if such sale is affected as (A) a "brokers' transaction" (as such term is defined for purposes of Rule 144 under the Securities Act) or (B) other open-market sale (including a block trade) by a broker in which no more than 500,000 Shares are sold to any single Person or 13D Group; or
(iv) sell, transfer or otherwise dispose of any of its Shares pursuant to any bona fide tender or exchange offer by any Person (other than by a member of the Istithmar Group, a member of any Group (as defined in the Registration Rights and Governance Agreement, dated as of July 3, 2001, among the Company, Sun International Investments Limited, WLG, Kersaf Investments Limited, Caledonia, Mangalitsa Limited, CMS, Rosegrove Limited, Royale Resortx Xxxxxxxx Xxxxxxx xxx Xxx Xxxxxxxxxxxal Inc.) or by any 13D Group that includes any such member) for all of the Equity ...
Limitation on Transfer of Shares. The Shareholders hereby acknowledge and agree that any Transfer of Shares must be effected in accordance with the provisions of this Agreement and the Articles of Association and is subject in all respects to Applicable Law and to the obtaining of all approvals from the Competent Authorities, including, where applicable, MIMR. Except as provided in Clause 27.2 (Transfers to Affiliates) or unless the Shareholders unanimously approve, no Shareholder may Transfer any of its Shares to any person who is not already a Shareholder during the Exploration Phase. No Transfer of Shares shall be valid unless recorded in the register of Shareholders maintained by the Company and notified to the relevant Competent Authority.
Limitation on Transfer of Shares. The undersigned acknowledges that he/she is aware that there are substantial restrictions on the transferability of the Shares. The Shares will not be registered under the 1933 Act or of applicable state securities laws, and the Shares may not be, and the undersigned agrees that it shall not be, sold unless such sale is registered or exempt from such registration under the 1933 Act or state securities laws or regulations. The undersigned also acknowledges that he/she shall be responsible for compliance with all conditions on transfer imposed by any securities administrator of any state and for any expenses incurred by the Company for legal or accounting services in connection with reviewing such a proposed transfer and/or issuing an opinion in connection therewith.
Limitation on Transfer of Shares. PFS acknowledges and understands that there are substantial restrictions on the transferability of the Shares under federal and applicable state securities laws. Since the Shares will not be, and PFS has no right to require that they be, registered under the Securities Act of 1933 or applicable state securities laws, the Shares may not be, and PFS agrees that they shall not be, offered or sold unless such sale is exempt from registration under the Securities Act and any applicable state securities laws. PFS further acknowledges that PLS is under no obligation to aid PFS in obtaining any exemption from the registration requirements. PFS understands and agrees that the Shares will bear and be subject to a legend referring to these restrictions.
Limitation on Transfer of Shares. The undersigned recognizes and agrees that:
a. Due to restrictions described below, the lack of any market existing or likely to exist for the Shares, and the adverse tax consequences in the event he should sell his Shares, his investment in the Company will be highly illiquid and, most likely, must be held indefinitely.
b. The undersigned represents that the Shares are being acquired without a view to, or for, resale in connection with any distribution of the Shares or interests therein without registration or compliance under the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, and that the undersigned has no direct or indirect participation in any such distribution or in the underwriting of such a distribution. The undersigned understands that the Shares have not been registered, and are being acquired by means of a specific exemption under the Act, as well as certain state statutes for transactions by an issuer not involving any public sale of securities, and that any disposition of the Shares may, under certain circumstances, be inconsistent with this exemption and make the undersigned an “underwriter” within the meaning of the Act. Accordingly, the undersigned must bear the economic risk of investment in the Shares for an indefinite period of time, since the Shares have not been registered under the Act, and therefore, the Shares cannot be offered, sold, transferred, pledged or hypothecated to any person unless they are either subsequently registered under said Act (which is not anticipated) or an exemption from such registration is available and the Company is provided a favorable opinion of counsel to that effect which is satisfactory to it. Further, the undersigned may not resell, hypothecate, transfer, assign or make any other disposition of said Shares except in a transaction exempt or excepted from the registration requirements of the securities laws of the state in which the Shares are offered and sold, and that the specific approval of such sales is required in some states.
Limitation on Transfer of Shares. The Shares are not transferrable except (i) pursuant to the satisfaction of such requirements as the Company may impose, or (ii) with the prior written consent of the Company. In addition, the Shares shall not be transferrable where the transfer is restricted by federal and state securities laws or by contract.
