Common use of Obligations of Transferees Clause in Contracts

Obligations of Transferees. No Transfer of shares of WireCo Common Stock by a Stockholder otherwise permitted pursuant to this Agreement (other than a Transfer made in or following an IPO in a brokers’ transaction (as such term is defined in Rule 144) or in an underwritten offering, or a Transfer pursuant to a Piggyback Registration, Demand Registration, pursuant to a Tag-Along Right or Drag-Along Right, or pursuant to Section 4.1) shall be effective unless (a) the Transferee (including a Permitted Transferee pursuant to Section 2.3) shall have executed an appropriate document in form and substance reasonably satisfactory to WireCo confirming that (i) the Transferee takes such shares subject to all the terms and conditions of this Agreement to the same extent as its Transferor was bound by and entitled to the benefits of such provisions and (ii) the shares shall bear legends, substantially in the forms required by Section 2.6, and (b) such document shall have been delivered to and approved by WireCo prior to such Transferee’s acquisition of shares of WireCo Common Stock.

Appears in 1 contract

Samples: Stockholders’ Agreement (1295728 Alberta ULC)

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Obligations of Transferees. No Transfer of shares of WireCo Common Stock NewCo Shares by a Stockholder Shareholder otherwise permitted pursuant to this Agreement (other than a Transfer made in or following an IPO in a brokers’ transaction (as such term is defined in Rule 144) or in an underwritten offering, or a Transfer pursuant to a Piggyback Registration, Demand Registration, pursuant to a Tag-Along Right or Drag-Along Right, or pursuant to Section 4.1) shall be effective unless (a) the Transferee (including a Permitted Transferee pursuant to Section 2.3) shall have executed an appropriate document in form and substance reasonably satisfactory to WireCo NewCo confirming that (i) the Transferee takes such shares subject to all the terms and conditions of this Agreement to the same extent as its Transferor was bound by and entitled to the benefits of such provisions and (ii) the shares shall bear legends, substantially in the forms required by Section 2.6, and (b) such document shall have been delivered to and approved by WireCo NewCo prior to such Transferee’s acquisition of shares of WireCo Common StockNewCo Shares.

Appears in 1 contract

Samples: Shareholders Agreement (1295728 Alberta ULC)

Obligations of Transferees. No Transfer of shares of WireCo Common Stock Covered Shares by a Stockholder otherwise permitted pursuant to this Agreement clauses (other than a Transfer made in or following an IPO in a brokers’ transaction A) and (as such term is defined in Rule 144B) or in an underwritten offering, or a Transfer pursuant to a Piggyback Registration, Demand Registration, pursuant to a Tag-Along Right or Drag-Along Right, or pursuant to of Section 4.1) 2.3.1 shall be effective unless (ax) the Transferee (including a Permitted Transferee (as defined below) pursuant to Section 2.3) shall have executed an appropriate document in form and substance reasonably satisfactory to WireCo NFP in its reasonable judgment confirming that (i) the Transferee takes such shares subject to all the terms and conditions of this Agreement to the same extent as its Transferor transferor was bound by and entitled to the benefits of such provisions and (except as specifically provided herein), (ii) the Transferee agrees to comply with the obligations of a "Stockholder" under Section 3.7 to the same extent as its transferor was bound by and entitled to the benefits of such provisions (except as specifically provided therein) and (iii) any certificates representing shares shall bear legends, substantially in the forms form required by Section 2.62.7, and (by) such document shall have been delivered to and approved by WireCo NFP prior to such Transferee’s 's acquisition of shares of WireCo Common StockStock that were, prior to such acquisition, Covered Shares.

Appears in 1 contract

Samples: Stockholders Agreement (National Financial Partners Corp)

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Obligations of Transferees. No Transfer of shares of WireCo Common Stock by a Stockholder otherwise permitted pursuant to this Agreement (other than a Transfer made in or following an IPO in a brokers’ transaction (as such term is defined in Rule 144) or in an underwritten offering, or a Transfer pursuant to a Piggyback Registration, Demand Registration, pursuant to a Tag-Along Right or Drag-Along Right, or pursuant to Section 4.1Article III) shall be effective unless (ax) the Transferee (including a Permitted Transferee (as defined below) pursuant to Section 2.3) shall have executed an appropriate document in form and substance reasonably satisfactory to WireCo NFP in its reasonable judgment confirming that (i) the Transferee takes such shares subject to all the terms and conditions of this Agreement to the same extent as its Transferor transferor was bound by and entitled to the benefits of such provisions and (except as specifically provided herein), (ii) the Transferee agrees to comply with the obligations of a "Stockholder" under Section 3.7 to the same extent as its transferor was bound by and entitled to the benefits of such provisions (except as specifically provided therein) and (iii) any certificates representing shares shall bear legends, substantially in the forms required by Section 2.62.7, and (by) such document shall have been delivered to and approved by WireCo NFP prior to such Transferee’s 's acquisition of shares of WireCo Common Stock.

Appears in 1 contract

Samples: Stockholders Agreement (National Financial Partners Corp)

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