No Transfers of Shares. The beneficial interests measured by the shares shall not be transferable, in whole or in part, other than to the Trust itself for purposes of redemption.
No Transfers of Shares. The beneficial interests measured by the Shares shall not be transferrable, in whole or in part, other than to the Commission itself for purposes of effectuating a withdrawal of funds.
No Transfers of Shares. After the Effective Time, there ---------------------- shall be no further transfer on the records of the Company or of its transfer agent of certificates representing Shares, and if any such certificates are presented to the Surviving Corporation, they shall be canceled against delivery of the Merger Consideration as hereinabove provided. From and after the Effective Time, until surrendered as contemplated by this Section 2.9, each certificate formerly representing Shares converted in the Merger shall represent only the right to receive upon such surrender the Merger Consideration without any interest thereon, as contemplated by Section 2.9.
No Transfers of Shares. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Shares are presented to the Surviving Corporation or the Exchange Agent, they shall be surrendered and cancelled in return for the payment of the aggregate Merger Consideration relating thereto, as provided in this Article II.
No Transfers of Shares. Prior to the Closing Date, except for this Agreement, the Pledge Agreement and the consummation of the transactions contemplated herein and therein, the Stockholder shall not (i) Transfer or consent to the Transfer of, any Shares or any interest therein, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any Shares or any interest therein (other than pursuant to this Agreement), (iii) grant any proxy, power or attorney or other authorization in or with respect to any Shares, or (iv) deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares. Prior to the Final Settlement Date, except for this Agreement, the Pledge Agreement and the consummation of the transactions contemplated herein and therein, the Stockholder shall not (i) Transfer or consent to the Transfer of, any Remaining Shares or other Pledged Property or any interest therein, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any Remaining Shares or other Pledged Property or any interest therein, (iii) grant any proxy, power or attorney or other authorization in or with respect to any Remaining Shares or any other voting securities included within the Pledged Property that will not by its terms expire before the Final Settlement Date, (iv) deposit any Remaining Shares into a voting trust or enter into a voting agreement with respect to any Remaining Shares that will not by its terms expire before the Final Settlement Date, (v) exchange any voting securities included as part of the Pledged Property for non-voting securities, or (vi) exchange any non-voting securities included as part of the Pledged Property for voting securities.
No Transfers of Shares. The Shareholders shall not, directly or indirectly, sell, assign, transfer, distribute, pledge, hypothecate, encumber or otherwise dispose of any Shares (whether voluntarily, involuntarily, by operation of law or otherwise), or agree to do any of the foregoing.
No Transfers of Shares. Unless and until this Purchase Agreement ------------------------ shall have been terminated in accordance with its terms for any reason, Shareholder shall not directly or indirectly exchange, deliver, assign, pledge, encumber or otherwise transfer or dispose of any shares of capital stock of Company owned beneficially or of record by Shareholder, nor shall Shareholder directly or indirectly grant any right of any kind to acquire, dispose of, vote or otherwise control in any manner any such shares of capital stock of the Company; provided that a transfer to the executor or administrator of Shareholder upon the death of such Shareholder shall not be deemed prohibited by this Section 8.11 as long as such executor or administrator on behalf of the ------------- estate of Shareholder shall be bound by all of the provisions of this Purchase Agreement to the same extent as Shareholder.
No Transfers of Shares. Each Stockholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, except for a Transfer under the Merger Agreement, such Stockholder shall not cause or permit any Transfer of any of the Shares to be effected, or discuss, negotiate or make any offer regarding any Transfer of any of the Shares without the prior written consent of Parent's independent directors, provided that, notwithstanding the foregoing, subject to Section 10.2, a Stockholder shall not be restricted from effecting a Transfer of any Shares to any member of such Stockholder's immediate family, to a trust for the benefit of such Stockholder and/or any member of the Stockholder's immediate family, any of such Stockholder's Affiliates or any other person managed fund or managed client account over which such Stockholder exercises investment authority, including without limitation, with respect voting and dispositive rights. For purposes of this Agreement, "immediate family" means the Stockholder's spouse, parents, siblings, children or grandchildren.
No Transfers of Shares. The beneficial interests measured by the Shares shall not be transferable, in whole or in part, other than to a Local Government, or the Trust itself for purposes of redemption. Any attempted transfer to any other Person shall be void and of no effect.
No Transfers of Shares. 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 Shares to be effected, or discuss, negotiate or make any offer regarding any Transfer of any of the Shares without the prior written consent of Parent, provided that, notwithstanding the foregoing, the Stockholder shall not be restricted from effecting a Transfer of any Shares to any member of the Stockholder's immediate family, to a trust for the benefit of the Stockholder and/or any member of the Stockholder's immediate family, any of the Stockholder's Affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended), any wholly-owned subsidiary of the Stockholder or any other person managed fund or managed client account over which such Stockholder exercises investment authority, including without limitation, with respect to voting and dispositive rights; provided, that each such transferee shall have (i) executed a counterpart of this Agreement, a proxy in the form attached hereto as Exhibit I and the Shareholders Agreement (with such modifications as Parent may reasonably request) and (ii) agreed in writing to hold such Shares, or such interest therein, subject to all of the terms and conditions set forth in this Agreement. For purposes of this Agreement, "immediate family" means the Stockholder's spouse, parents, siblings, children or grandchildren.
