No Transfer of Securities. Unless and until this Agreement shall have ------------------------- been terminated in accordance with its terms, no Stockholder shall directly or indirectly exchange, deliver, assign, pledge, encumber or otherwise transfer or dispose of any of the capital stock of either Company (including any options in respect thereof), nor shall any Stockholder directly or indirectly grant any right of any kind to acquire, dispose of, vote or otherwise control in any manner any such securities.
No Transfer of Securities. Each Equityholder hereby covenants and agrees that it shall not transfer any Notes, Related-Party Pre-IPO Warrants, Preferred Stock, Non-Class-A Common Stock or Common Stock held by it prior to the consummation of the transactions contemplated by Section 3, Section 4 and Section 5.
No Transfer of Securities. The Stockholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, the Stockholder shall not cause or permit any Transfer of any of the Securities to be effected; provided, however, that nothing contained herein will be deemed to restrict the ability of the Stockholder to (i) exercise, prior to the Expiration Date, any stock options or other compensatory equity grants of the Company held by the Stockholder, (ii) to Transfer a portion of the Shares acquired upon the exercise of such stock options or other compensatory equity grants solely to cover withholding tax obligations and/or to cover the exercise price of such exercise, or (iii) transfer or otherwise dispose of Securities to any member of the Stockholder’s immediate family, or to a trust for the benefit of the Stockholder or any member of the Stockholders’ immediate family; provided, further, that any transfer referred to in the foregoing clause (iii) shall be permitted only if, as a precondition to such transfer, the transferee, whether an individual or trust, agrees to be bound by the terms of this Agreement and, if requested by Parent, to execute a Proxy (as hereinafter defined).
No Transfer of Securities. Except for sales of Shares to unaffiliated third parties as provided in the second paragraph of this Section 2.02, Stockholders shall not directly or indirectly, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of including any Shares or other securities of the Company during the term of this Agreement without the prior written consent of the Company, which the Company may withhold in its sole discretion. The Company, in its sole discretion, may condition any sale or other transfer of the Shares upon the agreement of the purchaser or other transferee to be bound by this Agreement. Notwithstanding the provisions of the first paragraph of this Section 2.02, if the CEO sells to one or more unaffiliated third parties an aggregate of five percent (5%) or more of the Company's outstanding Common Stock, the Stockholders shall have the right to sell to one or more unaffiliated third parties an aggregate amount of Shares equal to the same proportionate amount of Shares with respect to their total holdings of Shares as the shares of Common Stock sold by the CEO relate to the total number of shares of Common Stock owned by or attributed to the CEO. The Company agrees that it shall not withhold its consent to such sales by the Stockholders. For the purpose of this provision, the following shares of Common Stock are deemed to be owned by or attributed to the CEO and shall be aggregated for purposes of this paragraph (i) shares of Common Stock held directly by the CEO, (ii) shares of Common Stock not held directly by the CEO but beneficially owned by the CEO (as determined under Rule 13d- 3 under the Securities Exchange Act of 1934, as amended), and (iii) shares of Common Stock held by certain family trusts (the "Trusts") with respect to which the CEO disclaims beneficial ownership and voting power. For the avoidance of doubt, as of the day hereof, under (i) and (ii) as set forth above, the CEO currently directly or beneficially owns 23,296,474 shares of Common Stock and under (iii), as set forth above, the Trusts hold 13,710,869 shares of Common Stock. All such shares shall ·be included in the calculations for purposes of this paragraph. The Company shall give Stockholders notice of sale of Company shares by the CEO or the Trusts in an amount equal to five percent (5%) or more of the Compan...
No Transfer of Securities. Unless and until this Agreement shall have been terminated in accordance with its terms, the Seller shall not directly or indirectly exchange, deliver, assign, pledge, encumber or otherwise transfer or dispose of any of the capital stock of LMC (including any options in respect thereof), nor shall the Seller directly or indirectly grant any right of any kind to acquire, dispose of, vote or otherwise control in any manner any such securities.
No Transfer of Securities. TBF agrees not to transfer the Convertible Note, the Preferred Stock, the Additional Shares or the Conversion Shares to any other person or entity prior to the Effective Time. TBF III agrees not to transfer the TBF II Units to any other person or entity prior to the Effective Time. Further, TBF III agrees not to permit TBF II to transfer the K*TEC Shares to any other person or entity prior to the Effective Time.
No Transfer of Securities. (a) Subject to the earlier termination of this Agreement in accordance with Section 13, each of the Sponsor Parties, severally and not jointly, agrees that it shall not, except as otherwise contemplated by this Agreement, directly or indirectly, (a) sell, assign, transfer (including by operation of Law), gift, convey, Lien, pledge, hypothecate, dispose of or otherwise encumber any of the Securities or grant any security interest in, or otherwise agree to do any of the foregoing, except for a sale, assignment or transfer of Securities pursuant to the BCA or to another stockholder of SPAC (as contemplated by the BCA or as necessary for consummation of the Transactions) and which stockholder of SPAC agrees to be bound by the terms and obligations hereof by executing and delivering to SPAC and the Company a joinder agreement to this Agreement, (b) grant or agree to grant any proxy, power of attorney or other right to vote any of the Securities, deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of Law), or other disposition of any Securities; provided, that the foregoing shall not prohibit (i) the transfer of the Securities by a Sponsor Party to an affiliate thereof, but only if such affiliate shall execute this Agreement or a joinder agreeing to become a party to this Agreement and (ii) private sales or transfers made by a Sponsor Party in connection with any forward purchase agreement or similar arrangement, a SPAC Extension or the consummation of the Transactions, at prices no greater than the price at which the Securities were originally purchased; provided, further, that the nothing in this Agreement shall prohibit the conversion by a Sponsor Party of its shares of SPAC Class B Common Stock into shares of SPAC Class A Common Stock as permitted under the SPAC Organizational Documents.
No Transfer of Securities. Except as provided in Section 6.3, such Seller will not transfer or attempt to transfer any of such Seller's Securities except to Purchaser pursuant hereto; provided that, Parent and the Purchaser acknowledge that GapStar has previously pledged and granted a security interest in its Preferred Stock to secure a bona fide loan made by a financial institution to GapStar, which pledge and security interest will be terminated and fully released upon payment of GapStar's portion of the Purchase Price to GapStar on the Closing Date. Notwithstanding the foregoing, such Seller may transfer any or all of its Preferred Stock to any of its Affiliates; provided that, (i) prior to effecting such transfer, each such Affiliate shall agree in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument, in form and substance reasonably satisfactory to Parent and Purchaser, and (ii) such Seller shall remain bound by the terms and conditions of this Agreement and shall be jointly and severally responsible with such Affiliate with respect to the obligations of such Seller and its Affiliates hereunder.
No Transfer of Securities. Except as may be required by or permitted in the Business Combination Agreement or the Trust Deed, FGRL agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber any of the Securities or otherwise agree to do any of the foregoing (unless the transferee agrees in writing to be bound by this Agreement), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Securities (unless the transferee agrees in writing to be bound by this Agreement), or (d) take any action that would have the effect of preventing or disabling FGRL from performing its obligations.
No Transfer of Securities
