Other Transfer Restrictions. The Option may not be transferred except as permitted under the Plan.
Other Transfer Restrictions. No portion of the Plan Shares or Rights granted hereunder may be sold transferred, assigned, pledged or otherwise encumbered or disposed of by Participant until such portion of the Plan Shares become fully vested in accordance with paragraph 5 of this Agreement.
Other Transfer Restrictions. Notwithstanding any other provision of this Agreement (including Section 3.02), prior to the consummation of a Public Offering, each Stockholder agrees that it will not, directly or indirectly, Transfer any of its Shares or Share Equivalents, and the Company agrees that it shall not issue any Shares or Share Equivalents:
(i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Shares or Share Equivalents, if requested by the Company, only upon delivery to the Company of a written opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act;
(ii) if such Transfer or issuance would cause the Company or any Subsidiary to be required to register as an investment company under the Investment Company Act of 1940, as amended; or
(iii) if such Transfer or issuance would cause the assets of the Company or any Subsidiary to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 (“ERISA”) or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Subsidiary.
Other Transfer Restrictions. The restrictions contained in Sections 2.1(a), 2.4 and 2.5 hereof and the provisions regarding Permitted Transferees contained in this Section 2.3 shall be in addition to and not in lieu or limitation of any restrictions on the ownership or Transfer of shares of Common Stock (including with respect to any Restricted Stock) contained in any Employment Agreement or any analogous provision of any employment, compensation or benefit agreement or arrangement or other agreement between Confetti or the Company and any Stockholder; provided, however, that upon the termination of any such Employment Agreement or other such agreement or arrangement or lapsing of such restrictions, the restrictions and provisions contained herein shall continue in full force and effect pursuant to this Agreement.
Other Transfer Restrictions. (a) In addition to any other restrictions on Transfer herein contained, each Holder agrees that in no event may any Transfer of Shares and PECs by any Holder be made:
(i) to any Person who lacks the legal right, power or capacity to own Shares and/or PECs, as applicable;
(ii) for as long as Holdco is a partnership for U.S. federal income tax purposes, if such Transfer would, in the opinion of counsel to Holdco, cause any portion of the assets of Holdco to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulations;
(iii) if such Transfer requires the registration or other qualification of such Shares and/or PECs pursuant to any applicable securities laws;
(iv) for so long as Holdco is a partnership for U.S. federal income tax purposes, if such Transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the IRC or such Transfer would otherwise result in Holdco being treated as a "publicly traded partnership," as such term is defined in Sections 469(k)(2) or 7704(b) of the IRC and the regulations promulgated thereunder (unless (i) such Transfer is disregarded in determining whether interests in Holdco are readily tradable on a secondary market or the substantial equivalent thereof under Section 1.7704-1 of the Treasury Regulations (other than Section 1.7704-1(e)(1)(x) thereof) or (ii) the Investors determine that Holdco will satisfy the requirements of Section 1.7704-1(h) of the Treasury Regulations at all times during the taxable year of such Transfer); or
(v) if in the determination of the Holdco Board, such Transfer would require the prior consent of any regulatory agency and such prior consent has not been obtained.
(b) No Transfer may be made or recorded in the books and records of Holdco unless the Transferee shall deliver to Holdco notice of such Transfer, including a fully executed copy of all documentation and agreements relating to the Transfer and any agreements or other documents required by this Agreement, including the written agreement (as required pursuant to Section 7.7) of the Transferee to be bound by the terms of this Agreement and to assume all obligations of the Transferring Holder under this Agreement in respect of the Shares and PECs that are the subject of the Transfer.
(c) Any Holder who shall Transfer all of such Person's Shares and PECs in a Transfer permitted pursuant to this Article VII shall cea...
Other Transfer Restrictions. The Participant agrees with the Corporation that each certificate representing any of the shares of Restricted Stock may bear a legend, substantially in the form attached as Exhibit A hereto, to the effect that the shares of Restricted Stock represented thereby are subject to potential forfeiture and may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except in accordance with the terms of this Agreement, and shall be subject to such stop-transfer orders and other restrictions as the Committee shall deem advisable to ensure compliance with the terms of this Agreement.
Other Transfer Restrictions. (a) Any Permitted Transferee of any party hereto shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee were such party hereto. Prior to the initial acquisition of beneficial ownership of Voting Securities by a Permitted Transferee, and as a condition thereto, each party hereto (other than Parent) agrees (i) to cause its Permitted Transferee to agree in writing with Parent to be bound by the terms and conditions of this Agreement and (ii) that such party hereto shall remain directly liable for its own performance and the performance of its Permitted Transferee of all obligations of it and such Permitted Transferee under this Agreement. Each party hereto agrees not to cause or permit any of its Permitted Transferees (other than any Permitted Transferee that is a natural person, that is described in clause (i)(D) or (ii)(D) of the definition of "Permitted Transferee" or that is a trust described in clause (i)(E) or (ii)(E) of the definition of "Permitted Transferee") to cease to be an Affiliate of such party (other than as a result of a liquidation, dissolution or other termination of such party or such Permitted Transferee) so long as such Permitted Transferee beneficially owns any Voting Securities, and if such Permitted Transferee shall cease to be an Affiliate of such party, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a Permitted Transferee for any purpose under this Agreement; provided that this sentence shall not apply to any Permitted Transferee of any party that is a Permitted Transferee of such party described in clause (i)(C) or (ii)(C) of the definition of "Permitted Transferee." W agrees not to Transfer any Voting Securities or Voting Security Equivalents to any Affiliate other than a Permitted Transferee. Notwithstanding the foregoing provisions of this Section 2.3, but subject to Section 2.3(b), any Permitted Transferee of Voting Securities or Voting Security Equivalents shall not be subject to the provisions of this Agreement to the extent that the Transfer to such Permitted Transferee is in connection with (x) a W Distribution In Kind unless W elects to cause such Permitted Transferee to become bound by the provisions of this Agreement or (y) an Other Holder Distribution In Kind unless such Other Holder elects to cause such Permitted Transferee to become bound by the provisions of this Agreement; provided that, in each case, such Transfer is otherwise in c...
Other Transfer Restrictions. No Restricted Stock Unit granted hereunder may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Participant.
Other Transfer Restrictions. (a) In addition to any other restrictions on Transfers in this Deed, no Party may Transfer (and each Shareholder shall procure that no Shareholder’s Affiliate Transfers) any Securities:
(i) to any Person who lacks the legal right, power or capacity to own such Securities;
(ii) if such Transfer requires the registration or other qualification of such Securities pursuant to any applicable securities laws;
(iii) if such Transfer will have a material adverse tax consequence for any member of the Group; or
(iv) if, in the reasonable determination of the Company, such Transfer would require the prior consent of any regulatory agency and such prior consent has not been obtained.
(b) No Transfer of Securities may be made or recorded in the books and records of the Company unless the Transferee has delivered to the Company notice of such Transfer, including a fully executed copy of all documentation and agreements relating to the Transfer and any agreements or other documents required by this Deed, including a duly executed copy of the Deed of Accession.
(c) Any Person who shall Transfer all of such Person’s Securities in a Transfer permitted pursuant to this Article V shall cease to be a Party to this Deed upon completion of such Transfer.
(d) The provisions of this Article V apply to, and no Shareholder shall (and each Shareholder shall procure that its Affiliates shall not) attempt to avoid or circumvent the provisions of this Deed by making: (i) any indirect Transfer of any interest in the Securities or the Transfer of any interest in a Shareholder or any other parent company primarily representing a direct or indirect interest in the Securities; or (ii) any Transfer (or Transfers) of any interest in the Securities to one or more transferees and then disposing of all or any portion of such Shareholder's or Affiliate's direct or indirect interest in any such transferee(s), in each case other than any Permitted Transfer or Reinvesting Shareholder Permitted Transfer. A Transfer of an interest in an entity which directly or indirectly owns Securities will not be deemed a Transfer of Securities so long as the entity has not been formed for the sole purpose of holding Securities and owns material assets other than Securities.
Other Transfer Restrictions. (Intentionally omitted.) ---------------------------
