Limitations on Transfer of Shares. Without the prior written consent of Westamerica, which consent shall not be unreasonably withheld, conditioned or delayed, Shareholder shall not transfer, sell, assign, convey or encumber any of the Shares during the term of this Agreement except (a) for transfers (i) by operation of law, by will, or pursuant to the laws of descent and distribution, and (ii) in which the transferee shall agree in writing to be bound by the provisions of paragraphs 1, 2, 3 and 4 of this Agreement as fully as Shareholder, or (b) pursuant to foreclosure of a bona fide pledge of the Shares to secure indebtedness not related to Redwood Empire, NBR or the Merger, provided the transferee shall agree in writing to be bound by the provisions of paragraphs 1, 2, 3 and 4 of this Agreement as fully as Shareholder, or (c) in exchange for cash and securities pursuant to the terms of the Plan. Without limiting the generality of the foregoing, Shareholder shall not grant to any party any option or right to purchase the Shares or any interest therein.
Limitations on Transfer of Shares. (a) Except as provided in this Agreement and except for transfers contemplated or permitted by the Purchase Agreement, each Shareholder hereby agrees that such Shareholder will not, directly or indirectly, Transfer any Shares or Voting Trust Certificates (or any interest therein).
Limitations on Transfer of Shares. Except in accordance with the provisions of this Agreement, Shareholder agrees, while this Agreement is in effect, not to, directly or indirectly whether in privately negotiated transactions or to the public in open market transactions:
Limitations on Transfer of Shares. Section 1.1. Holdings hereby certifies that (a) Section 6 of its Operating Agreement contains certain restrictions on transfer of shares of Class B Common Stock it beneficially owns (the "Transfer Restriction Provisions") and (b) Exhibit A is a true and complete copy of the Operating Agreement as in effect on the date hereof and no action has been taken for the purpose of effecting any amendment or modification thereof.
Limitations on Transfer of Shares. Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with applicable securities laws and regulations of applicable countries and stock exchanges. It is Purchaser's responsibility to familiarize itself with such laws and regulations.
Limitations on Transfer of Shares. (a) Each Stockholder understands and agrees that the Common Stock held by such Stockholder on the date hereof have not been registered under the Securities Act and are restricted securities under the Securities Act. No Stockholder shall be entitled to Transfer any of its Common Stock at any time during the term hereof if such Transfer would:
Limitations on Transfer of Shares. (a) No Stockholder may Transfer, directly or indirectly, any of its Shares prior to the earlier of (x) September 25, 2012 and (y) an IPO (the “Initial Holding Period”) without first obtaining prior written consent of the Majority Stockholder; provided, that such prohibition shall not apply to Transfers (i) in accordance with Section 3, (ii) pursuant to, or consequent upon, the exercise of the tag-along or drag-along rights set forth in Sections 5 and 6 or (iii) required by applicable law. After the Initial Holding Period, a Stockholder may directly or indirectly Transfer its Shares only in accordance with, and subject to the applicable provisions of, this Agreement.
Limitations on Transfer of Shares. (a) Purchaser agrees not to sell, transfer, assign, offer, pledge or otherwise dispose of all or any portion of the Shares unless (i) Purchaser is in compliance with the provisions of the Standstill Agreement and (ii) either (A) a registration statement relating thereto has been duly filed and becomes effective under the Securities Act and all applicable state securities laws or (B) such sale, transfer, assignment, offer, pledge or other disposition is exempt from the registration and prospectus delivery requirements of the Securities Act and such laws (as evidenced by an opinion of counsel for Purchaser reasonably satisfactory in form and substance to the Company or, in the case of a transfer by Purchaser to any of its affiliates, other evidence reasonably satisfactory to the Company)
Limitations on Transfer of Shares. In addition to any other limitation on the transfer of the Shares created by applicable securities laws, Warrantholder shall not assign, encumber or dispose of any interest in such Shares except as provided in this Section 8:
Limitations on Transfer of Shares. In addition to any other limitation on transfer created by applicable securities laws, Participant shall not assign, encumber or dispose of any interest in the Shares issued pursuant to this RSU Agreement except in compliance with the provisions below and applicable securities laws. The Company shall not be required (a) to transfer on its books any Shares which shall have been sold or transferred in violation of any of the provisions set forth in this RSU Agreement or (b) to treat as owner of such Shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such Shares shall have been so transferred.
