Management Permitted Transferees. (a) Subject to Section 3.01, any Management Shareholder may at any time Transfer any or all of its Equity Securities to a Permitted Transferee without the consent of any Person and without compliance with Section 3.03, so long as such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a Joinder Agreement. Such Management Shareholder must give prior written notice to the Company of any proposed Transfer to a Permitted Transferee, including the identity of such proposed Permitted Transferee and such other documentation reasonably requested by the Company, to ensure compliance with the terms of this Agreement. (b) If, while a Permitted Transferee holds any Equity Securities, a Permitted Transferee ceases to qualify as a Permitted Transferee in relation to the initial transferring Management Shareholder from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferring Management Shareholder received such shares (an “Unwinding Event”), then: (i) The relevant initial transferor Management Shareholder shall forthwith notify the other Shareholders and the Company of the pending occurrence of such Unwinding Event; and (ii) immediately following such Unwinding Event, without limiting any other rights or remedies, such initial transferor Management Shareholder shall take all actions necessary to effect a Transfer of all the Equity Securities held by the relevant Affiliate either back to such Management Shareholder or, pursuant to this Section 3.04, to another Person that qualifies as an Affiliate of such initial transferring Management Shareholder.
Appears in 4 contracts
Samples: Shareholder Agreement (Avista Capital Partners III GP, L.P.), Shareholders Agreement (Osmotica Pharmaceuticals PLC), Shareholder Agreement (Osmotica Pharmaceuticals PLC)
Management Permitted Transferees. (a) Subject to Section 3.01, any Any Management Shareholder Stockholder may at any time Transfer any or all of its Equity Securities Common Stock to a Management Permitted Transferee without the consent of any Person and without compliance with Section 3.035.2(b) and Section 5.2(e), so long as such Management Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a Joinder Agreement. Such Management Shareholder Stockholder must give prior written notice to the Company of any proposed Transfer to a Management Permitted Transferee, including the identity of such proposed Management Permitted Transferee and such other documentation reasonably requested by the Company, to ensure compliance with the terms of this Agreement.
(b) If, while a Management Permitted Transferee holds any Equity Securitiesshares of Common Stock, a Management Permitted Transferee ceases to qualify as a Management Permitted Transferee in relation to the initial transferring Management Shareholder Stockholder from whom or which such Management Permitted Transferee or any previous Management Permitted Transferee of such initial transferring Management Shareholder Stockholder received such shares Common Stock (an “Unwinding Event”), then:
(i) The the relevant initial transferor Management Shareholder Stockholder shall forthwith notify the other Shareholders Stockholders and the Company of the pending occurrence of such Unwinding Event; and
(ii) immediately following such Unwinding Event, without limiting any other rights or remedies, such initial transferor Management Shareholder Stockholder shall take all actions necessary to effect a Transfer of all the Equity Securities Common Stock held by the relevant Affiliate Management Permitted Transferee either back to such Management Shareholder Stockholder or, pursuant to this Section 3.045.3, to another Person that qualifies as an Affiliate a Management Permitted Transferee of such initial transferring Management ShareholderStockholder.
Appears in 3 contracts
Samples: Stockholders Agreement (WideOpenWest, Inc.), Stockholders Agreement (WideOpenWest, Inc.), Stockholders Agreement (WideOpenWest, Inc.)
Management Permitted Transferees. (a) Subject to Section 3.014.01, any Management Shareholder Stockholder may at any time Transfer any or all of its Equity Securities to a Management Permitted Transferee without the consent of any Person and without compliance with Section 3.034.02, so long as such Management Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a Joinder Agreement. Such Management Shareholder Stockholder must give prior written notice to the Company of any proposed Transfer to a Management Permitted Transferee, including the identity of such proposed Management Permitted Transferee and such other documentation reasonably requested by the Company, to ensure compliance with the terms of this Agreement.
(b) If, while a Management Permitted Transferee holds any Equity Securities, a Management Permitted Transferee ceases to qualify as a Management Permitted Transferee in relation to the initial transferring Management Shareholder Stockholder from whom or which such Management Permitted Transferee or any previous Management Permitted Transferee of such initial transferring Management Shareholder Stockholder received such shares (an “Unwinding Event”), then:
(i) The the relevant initial transferor Management Shareholder Stockholder shall forthwith notify the other Shareholders Stockholders and the Company of the pending occurrence of such Unwinding Event; and
(ii) immediately following such Unwinding Event, without limiting any other rights or remedies, such initial transferor Management Shareholder Stockholder shall take all actions necessary to effect a Transfer of all the Equity Securities held by the relevant Sponsor Affiliate either back to such Management Shareholder Stockholder or, pursuant to this Section 3.044.04, to another Person that qualifies as an a Sponsor Affiliate of such initial transferring Management ShareholderStockholder.
Appears in 2 contracts
Samples: Stockholders Agreement (INC Research Holdings, Inc.), Stockholders Agreement (INC Research Holdings, Inc.)