Non-Complying Transfers Prohibited. The Shareholder may not sell, assign, transfer, exchange, gift, devise, pledge, hypothecate, encumber or otherwise alienate or dispose of any WHAI shares now owned by such Shareholder or owned by him during the term of this Agreement, or any right or interest therein, whether voluntarily or involuntarily, by operation of law or otherwise, except in accordance with this Agreement. Any such purported transfer in violation of any provision of this Agreement and all actions by the purported transferor and transferee in connection therewith shall be of no force or effect and the Company shall not be required to recognize such purported transfer for any purpose, including but not limited to dividend and voting rights.
Non-Complying Transfers Prohibited. Each Stockholder understands that he may not sell, assign, transfer, exchange, gift, devise, pledge, hypothecate, encumber or otherwise alienate or dispose of any Shares, or any right or interest therein, whether voluntarily or involuntarily, by operation of law or otherwise, except in accordance with this Agreement. Any such purported transfer in violation of any provision of this Agreement and all actions by the purported transferor and transferee in connection therewith shall be of no force or effect. The Company shall not recognize such purported transfer for any purpose, including, without limitation, for the purposes of dividend and voting rights. If any transfer of Shares is made or attempted contrary to the provisions of this Agreement or if any Shares are not offered as required by this Agreement, the Company or the other holders of Shares of the Company shall have the right to purchase such Shares from each such transferring Stockholder or each such transferee at any time before or after each such purported transfer, as hereinafter provided. In addition to any other legal or equitable remedies the Company or such other holders may have, the Company and such other holders may enforce this right by actions for specific performance, to the extent permitted by law.
Non-Complying Transfers Prohibited. No Stockholder shall sell, assign, transfer, exchange, devise, pledge, hypothecate, encumber or otherwise alienate or dispose of (each, a “Transfer”) all or any Stock now owned by such Stockholder or owned by him, her or it during the term of this Agreement, or any right or interest therein, whether voluntarily or involuntarily, by operation of law, court order, foreclosure, marital property division or otherwise, except in compliance with applicable federal and state securities laws and this Agreement. In addition to any other legal or equitable remedies the Company or such other Stockholders may have, the Company and each of such other Stockholders may enforce his, her or its rights under this Agreement by action(s) for specific performance, to the extent permitted by law, or may obtain a temporary and/or permanent injunction restraining any such Transfer (no bond or other security shall be required in connection with such action). The Company may also INVESTOR RIGHTS AGREEMENT refuse to recognize any purported transferee as a Stockholder and may continue to treat the Stockholder as a Stockholder for all purposes, including without limitation for purposes of dividend and voting rights, until all applicable provisions of this Agreement have been complied with. The remedies provided herein are cumulative and not exclusive of any other remedies provided herein or by law. Each transferee of any Stock who or which is not already a Stockholder, in addition to complying with the terms and conditions for any Transfer of Stock, shall as a condition precedent to the effectiveness of such Transfer execute and deliver an instrument of adherence hereto in a form acceptable to the Company (an “Instrument of Adherence”), thereby becoming a party hereto and a Stockholder hereunder, an Instrument of Adherence in the form of Exhibit I hereto being a form acceptable to the Company and, (x) with respect to a Transfer from an Investor, such party shall be deemed an Investor for all purposes hereunder, and (y) with respect to a Transfer from a Common Holder, such party shall be deemed a Common Holder for all purposes hereunder. All Transfers permitted or contemplated by this Agreement shall be further limited by and subject to the limitations on transfer set forth in the Charter.
Non-Complying Transfers Prohibited. Each holder of Series A Preferred Stock and Common Stock (other than Common Stock issued upon conversion of any Series B Preferred Stock or Series C Preferred Stock or any Series B PIK Dividend Shares) understands and agrees that it may not, without the prior written consent of the Company, sell, assign, transfer, exchange, gift, devise, pledge, hypothecate, encumber or otherwise alienate or dispose of any Shares owned by it or any right or interest therein, whether voluntarily or involuntarily, by operation of law or otherwise (collectively, a “Transfer”), unless such Transfer is made to the Company. Each holder of Series B Preferred Stock and each holder of Series C Preferred Stock understands and agrees that it may not Transfer any shares of Series B Preferred Stock (or Common Stock issued upon conversion of Series B Preferred Stock or any Series B PIK Dividend Shares) or Series C Preferred Stock, except in accordance with this Section 4. Any such purported Transfer in violation of any provision of this Agreement and all actions by the purported transferor and transferee in connection therewith shall be of no force or effect. The Company shall not be required to recognize such purported Transfer for any purpose, including, without limitation, for purposes of dividend and voting rights.
Non-Complying Transfers Prohibited. No Member may Transfer, exchange, gift, devise, pledge, hypothecate, encumber or otherwise alienate or dispose of any Units now owned by such Member or owned by such Member during the term of this Agreement, or any right or interest therein, whether voluntarily or involuntarily, by operation of law or otherwise, except in accordance with this Agreement. Any such purported Transfer in violation of any provision of this Agreement and all actions by the purported transferor and transferee in connection therewith shall be of no force or effect and the Company shall not be required to recognize such purported Transfer for any purpose, including without limitation for purposes of distribution and voting rights. If any Transfer of Units is made or attempted contrary to the provisions of this Agreement or if any Units are not offered as required by this Agreement, the Company shall have the right to purchase such Units from the owner thereof or such owner's transferee at any time before or after the purported Transfer, as hereinafter provided. In addition to any other legal or equitable remedies the Company may have, the Company may enforce this right by actions for specific performance, to the extent permitted by law.
Non-Complying Transfers Prohibited. No General Member may sell, assign, transfer, exchange, gift, devise, pledge, hypothecate, encumber or otherwise alienate or dispose of any Interest owned by such Member, or any right or interest therein, whether voluntarily or involuntarily, by operation of law or otherwise, except as permitted by this Agreement. Notwithstanding the foregoing or Section 12.5 below, a General Member may transfer any or all of such Member’s Interest as follows (an “Affiliate Transfer”): (i) to such Member’s spouse or descendents or to a trust or partnership established for the benefit of such Member’s spouse, descendents or Member, (ii) by will, or (iii) to an entity owned by the equity holder(s) of such Member for the purpose of realigning, but not transferring, such equity holder(s) equity interests in such Member, and (iv) to an entity wholly-owned by one or more General Members, provided that any transferee pursuant to sections (i) and (iii) is an “accredited investor” as such term is defined in the Securities Act, and further provided that in each such case the Interest shall remain subject to this Agreement and such permitted transferee shall, as a condition to such transfer, *****CONFIDENTIAL TREATMENT REQUESTED***** deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement as a Member. Except to the extent otherwise required by applicable law, any transfer of title, purported sale, transfer, pledge, encumbrance, hypothecation, grant of a security interest or assignment in violation of this Agreement of any interest in an Interest including upon default, foreclosure, forfeit, or otherwise, shall be void and shall in no way limit, modify, alter or impair the Members obligations under this Agreement or create any rights on the part of the purported transferee, assignee or creditor against the Company or the other Members.
Non-Complying Transfers Prohibited. No Founder may sell, assign, transfer, exchange, gift, devise, pledge, hypothecate, encumber or otherwise alienate or dispose of any Shares owned by such Founder, or any right or interest therein, whether voluntarily or involuntarily, by operation of law or otherwise, except in accordance with this Agreement. Notwithstanding the foregoing, a Founder may transfer any or all of his Shares (i) to his spouse or children or to a trust established for the benefit of his spouse, children or himself, or (ii) under his will (each such transferee, a "Permitted Transferee"); provided that such Shares shall remain subject to this Agreement and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement. The restrictions on the transfer of shares by the Founders are in addition to, and not in lieu of, any restrictions on such Shares contained in each of the Stock Restriction Agreements between the Founders and the Company dated August 19, 1998.
Non-Complying Transfers Prohibited. Each Investor understands and agrees that it may not Transfer any Common Shares or Preferred Shares, whether voluntarily or involuntarily, by operation of law or otherwise, except in accordance with this Agreement. Any such purported Transfer in violation of any provision of this Agreement and all actions by the purported transferor and transferee in connection therewith shall be of no force or effect and the Company shall not be required to recognize any such purported Transfer for any purpose, including without limitation for purposes of dividend and voting rights. If any Transfer of Common Shares or Preferred Shares is made or attempted contrary to the provisions of this Agreement or if any Common Shares or Preferred Shares are not offered as required by this Agreement, the Preferred Stockholders shall have the right to purchase such Common Shares or Preferred Shares, as the case may be, from each such transferring Investor or each such transferee at any time before or after each such purported Transfer in the manner hereinafter described. In addition to any other legal or equitable remedies the Company or the Preferred Stockholders may have, such Preferred Stockholders may enforce this right by actions for specific performance, to the extent permitted by law.
