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. 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. (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. 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. The undersigned acknowledges that he, she, or it is aware that there are substantial restrictions on the transferability of the Shares. Since these Shares will not be registered under the Securities Act or any applicable state securities laws, the Shares may not be, and the undersigned agrees that they shall not be, transferred unless they are registered under the Securities Act and state securities laws, or unless such sale is exempt from such registration under the Securities Act and any other applicable state securities laws or regulations. The undersigned further acknowledges that the Company is under no obligation to aid in obtaining any exemption from the registration requirements. The undersigned also acknowledges that he, she, or it will 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 opinions in connection therewith. The undersigned also acknowledges that an appropriate legend will be placed upon each of the certificates representing the Shares stating that they have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
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) 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. Section 2.1. Transfers Generally Section 2.2.
Limitations on Transfer of Shares. Section 2.1. General Each Stockholder agrees that, in addition to any restrictions imposed by law, no Stockholder shall make a Disposition of any Common Shares owned by such Stockholder, except as expressly permitted by and in accordance with the terms of this Agreement and the terms of the lock-up agreement entered into between such Stockholder and the underwriters in connection with the IPO.
