Common use of No Indirect Transfers Clause in Contracts

No Indirect Transfers. (a) Each Founder and Founder Holding Entity agrees that the transfer restrictions set forth in this Agreement shall not be capable of being avoided by any of them by the holding of the Equity Securities of the Company indirectly through another Person (including a Founder Holding Entity) or by the issuance of any Equity Securities by any such Person (including a Founder Holding Entity). Each Founder and each Founder Holding Entity of such Founder furthermore agrees that, subject to Section 2.6 below, so long as such Founder is bound by this Agreement, the Transfer, sale or issuance of any Equity Securities of any Founder Holding Entity of such Founder prior to the IPO without the Required Consents shall be prohibited, and such Founder and each such Founder Holding Entity agrees not to make, cause or permit any Transfer, sale or issuance of any Equity Securities of such Founder Holding Entity prior to the IPO without the Required Consents. Any purported Transfer, sale or issuance of any Equity Securities of any Founder Holding Entity in contravention of this Agreement shall be void and ineffective for any and all purposes and shall not confer on any transferee or purported transferee any rights whatsoever, and no Founder Holding Entity shall recognize any such Transfer, sale or issuance.

Appears in 2 contracts

Samples: Right of First Refusal and Co Sale Agreement, Sale Agreement (LightInTheBox Holding Co., Ltd.)

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No Indirect Transfers. (a) Each Founder and Founder Holding Entity Principal agrees that the transfer restrictions with respect to the Restricted Shares which have not been released from the Repurchase Right hereof set forth in this Agreement shall not be capable of being avoided by any of them by the holding of the Equity Securities of the Company indirectly through another Person (including a Founder Holding Entity) or by the issuance of any Equity Securities by any such Person (including a Founder Holding Entity). Each Founder and each Founder Holding Entity of such Founder furthermore agrees that, subject to Section 2.6 below, so long as such Founder Principal is bound by this AgreementAgreement and any Restricted Shares continue to remain subject to the Company’s Repurchase Right, the Transfer, sale or issuance of any Equity Securities of any Founder Holding Entity of such Founder prior which correspond to the IPO without portion of the Required Consents Restricted Shares which continue to remain subject to the Company’s Repurchase Right in violation of this Agreement shall be prohibited, and such Founder and each such Founder Holding Entity agrees not to make, cause or permit any Transfer, sale or issuance of any Equity Securities of such Founder Holding Entity prior to the IPO without the Required Consentsin violation of this Agreement. Any purported Transfer, sale or issuance of any Equity Securities of any Founder Holding Entity in contravention of this Agreement shall be void and ineffective for any and all purposes and shall not confer on any transferee or purported transferee any rights whatsoever, and no Founder Holding Entity shall recognize any such Transfer, sale or issuance.

Appears in 2 contracts

Samples: Restricted Share Agreement, Restricted Share Agreement (LightInTheBox Holding Co., Ltd.)

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