No Transfer Except as Herein Provided Sample Clauses

No Transfer Except as Herein Provided. Except in accordance with and subject to the provisions of Articles II and III of this Agreement and applicable law, no Stockholder or legal representative of a Stockholder shall voluntarily Transfer any Shares or any right, title or interest therein or thereto to a third party without the prior written consent of the Company. Neither the Shares nor any such right, title nor interest therein shall be involuntarily Transferred except in accordance with and subject to the provisions of Article IV of this Agreement and, with respect to the Fenics Stockholders, the terms of that certain Escrow Agreement, dated as of February 28, 2001, as amended, by and among Xxxxxxxxx Xxxxxxx, LLP and the parties named therein (the “Escrow Agreement”). The Stockholders hereby acknowledge that, neither their Shares, nor any interest therein may be Transferred unless (1) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities or “Blue Sky” laws, or (2) the Company receives an opinion of counsel to the holder of such securities, which counsel and opinion are reasonably satisfactory to counsel to the Company, that such securities may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement under the Securities Act and applicable state securities or “Blue Sky” laws.
Sample 1
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No Transfer Except as Herein Provided. Except as provided in Section 9.3 of this Agreement, no Member shall voluntarily transfer any Units or any right, title or interest therein or thereto to a third party without the prior written consent of all of the issued and outstanding Units. Neither the Units nor any such right, title or interest therein shall be involuntarily transferred except in accordance with and subject to Section 10. Notwithstanding anything to the contrary herein, subject to Section 8.3 hereof, TI and IDT may freely transfer their Units in the Company to an Affiliate, provided that such Affiliate executes and delivers to the Company an appropriate instrument in which the Affiliate transferee agrees to be bound by this Agreement.
Sample 1
No Transfer Except as Herein Provided. Each Holder hereby agrees that it will not effect a Transfer of all or any of its Shares except as permitted under this Agreement. No such Transfer will be effective, and the Company will not, and will not be compelled to, recognize any such Transfer, or record any such Transfer on its books, made other than in accordance with the terms and conditions of this Agreement, or issue any document or certificate representing any Securities to any Person who has received such Securities in a Transfer made other than in accordance with the terms and conditions of this Agreement.
Sample 1

Related to No Transfer Except as Herein Provided

  • No Third-Party Benefits Except as Specified None of the provisions of this Agreement are intended to benefit, or to be enforceable by, any third-party beneficiaries except the related SPV and any trustee of an SPV or any Administrator.

  • No Action Except Under Specified Documents The Interim Eligible Lender Trustee shall not otherwise deal with the Interim Trust Loans except in accordance with the powers granted to and the authority conferred upon the Interim Eligible Lender Trustee pursuant to this Agreement, the Purchase Agreements and the Sale Agreement.

  • No Amendment Except in Writing This license may not be amended except in a writing signed by both parties (or, in the case of publisher, by CCC on publisher's behalf).

  • Am I Eligible to Contribute to a Traditional IRA?

  • No Exception The Custodian has not noted any material exceptions on a Custodial Mortgage Loan Schedule with respect to the Mortgage Loan which would materially adversely affect the Mortgage Loan or Buyer’s interest in the Mortgage Loan.

  • No Liability Until Receipt The Custodian shall not be liable for, or considered to be the Custodian of, any money, whether or not represented by any check, draft, or other instrument for the payment of money, received by it on behalf of the Series, until the Custodian actually receives and collects such money.

  • Persons Having Rights under this Agreement Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

  • No Liability of Members All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

  • No Action without Instructions Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (i) under any Loan Document or (ii) pursuant to instructions from the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders).

  • CONTRIBUTION IN THE EVENT OF JOINT LIABILITY (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. (b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. (c) The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.

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