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 cease to be a Party to this Agreement. (d) For the avoidance of doubt, the provisions of this Article VII apply to any indirect Transfer of any interest in the Shares and/or PECs, including the Transfer of any interest in the Investor Luxcos or any other parent company holding directly or indirectly any interest in the Shares and/or PECs.
Appears in 1 contract
Samples: Subscription and Shareholders Agreement (Nordic Telephone CO ApS)
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 any Units or Interest by any Holder Member be made:
(i) to any Person who lacks the legal right, power or capacity to own Shares and/or PECs, as applicablean Interest or Units;
(ii) if such Transfer would cause the assets of the Company to become “plan assets” of any benefit plan investor within the meaning of DOL Regulation Section 2510.3-101 or to be regulated under ERISA;
(iii) for as long as Holdco the Company is a partnership for U.S. federal income tax purposes, if such Transfer would, in the opinion of counsel to Holdcothe Company, cause any portion of the assets of Holdco the Company to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulations;
(iiiiv) if such Transfer requires the registration or other qualification of such Shares and/or PECs Units pursuant to any applicable federal or state securities laws, other than in connection with a Transfer pursuant to the Registration Rights Agreement;
(ivv) for so long as Holdco the Company is a partnership for U.S. federal income tax purposes, if unless 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 transfer will not result in Holdco the Company being treated as a "“publicly traded partnership," ” as such term is defined in Sections 469(k)(2) or 7704(b) of the IRC Code and the regulations promulgated thereunder as determined by the Board;
(vi) unless the transferee makes the representations and warranties set forth in Section 14.1;
(ivii) if such Transfer is disregarded in determining whether interests in Holdco are readily tradable on a secondary market subjects the Company to be regulated under the Investment Company Act or the substantial equivalent thereof under Section 1.7704-1 Investment Advisors Act 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)1940; or
(vviii) if in the reasonable determination of the Holdco Board, such Transfer would require the prior consent of any federal or state regulatory agency and such prior consent has not been obtained.
(b) Unless admitted as a Substituted Member, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder.
(c) Except as otherwise provided in Section 9.4, the Members effecting any Transfer permitted hereunder shall pay all reasonable costs and expenses, including attorneys’ fees and disbursements, incurred by the Company in connection with the Transfer.
(d) No Transfer may be made or recorded in the books and records of Holdco the Company unless the Transferee transferee shall deliver to Holdco 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 AgreementSection 9.6, including the written agreement (as required pursuant to Section 7.79.7) of the Transferee transferee to be bound by the terms of this Agreement and to assume all obligations of the Transferring Holder transferring Member under this Agreement in respect of the Shares and PECs Units that are the subject of the Transfer.
(ce) No Member may withdraw from this Agreement except (i) as a result of a permitted Transfer of all of such Member’s Units in accordance with this Article IX and the transferee(s) of such Units being admitted to the Company as a Substituted Member or (ii) following an IPO, if such Member, together with its Permitted Transferees and, in the event that it is a member of an Investor Group, the other members of the Investor Group, owns less than 1% of the outstanding Units (in which case such Member may elect at any time thereafter to withdraw from this Agreement). In the event of a withdrawal pursuant to clause (ii) above, the withdrawing Member shall be entitled to receive the shares of HCA Common Stock beneficially owned by such Member and held by the Company, in a manner determined by the Board. Following withdrawal, a Member shall have no rights or obligations under the Registration Rights Agreement or this Agreement (other than Sections 8.4 and 15.3).
(f) Any Holder Member who shall Transfer all of such Person's Shares and PECs Member’s Units in a Transfer permitted pursuant to this Article VII IX shall cease to be a Party to this AgreementMember.
(dg) For If any Units are Transferred or redeemed during any quarterly segment of the avoidance of doubt, Company’s Fiscal Year in compliance with the provisions of this Article VII apply IX, on any day other than the first day of a Fiscal Year of the Company, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Company Fiscal Year shall be divided and allocated between the transferor Member and the transferee Member using any indirect method permitted under Section 706 of the Code or determined by the Board. All distributions with respect to which the record date is before the date of such Transfer or redemption shall be made to the transferor Member, and all distributions with respect to which the record date is after the date of any interest such Transfer, in the Shares and/or PECscase of a Transfer other than a redemption, including shall be made to the Transfer of any interest in the Investor Luxcos or any other parent company holding directly or indirectly any interest in the Shares and/or PECstransferee Member.
Appears in 1 contract
Other Transfer Restrictions. (a) In addition to any other restrictions on Transfer direct or indirect Transfers herein contained, each Holder agrees that in contained no event may any Transfer of Shares and PECs by any Holder be madeSecurities or other economic or equitable interests in Securities or any direct or indirect Transfer of shares or other securities in a Shareholder shall take place:
(i) to any Person who lacks the legal right, power or capacity to directly or indirectly own Shares and/or PECs, such Securities or shares or other securities in the relevant Shareholder (as applicablethe case may be);
(ii) for to any Person that the Bidco Board (acting reasonably) has determined or determines as long as Holdco is being a partnership for U.S. federal income tax purposes, if such Transfer would, in the opinion of counsel to Holdco, cause any portion competitor of the assets of Holdco to constitute assets of any employee benefit plan pursuant to the Plan Asset RegulationsGroup;
(iii) without the approval of Rainbow Capital, if such Transfer requires the registration or other qualification of such Shares and/or PECs Securities or shares or other securities in the relevant Shareholder (as the case may be) pursuant to any applicable securities lawsLaws;
(iv) for so long as Holdco is if such Transfer would result in a partnership for U.S. federal income tax purposesviolation of anti-bribery, anti-corruption, anti-money laundering and Sanctions Laws, regulations or governmental orders applicable to a Shareholder; or
(v) without the approval of each of Rainbow Capital and Coty, 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 Topco 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 U.S. Treasury Regulations promulgated thereunder (unless (i) such Transfer is disregarded in determining whether interests in Holdco Topco are readily tradable on a secondary market or the substantial equivalent thereof under Section 1.7704-1 of the U.S. Treasury Regulations (other than Section 1.7704-1(e)(1)(x) thereof) or (ii) the Investors determine Shareholder determines that Holdco Topco will satisfy the requirements of Section 1.7704-1(h) of the U.S. 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 Unless otherwise approved by the Bidco Board, no direct Transfer may be made or recorded in the books and records of Holdco Topco unless the Transferee shall deliver delivers to Holdco Topco notice of such Transfer (together with reasonable supporting evidence 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 a Deed of the Transferring Holder under this Agreement in respect of the Shares and PECs that are the subject of the TransferAdherence.
(c) Any Holder who shall Transfer all of such Person's Shares and PECs in a Transfer permitted pursuant to this Article VII shall cease to be a Party to this Agreement.
(d) For the avoidance of doubt, the provisions of this Article VII apply to any indirect Transfer of any interest in the Shares and/or PECs, including the Transfer of any interest in the Investor Luxcos or any other parent company holding directly or indirectly any interest in the Shares and/or PECs.
Appears in 1 contract
Samples: Shareholders' Agreement (Coty Inc.)
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 Notwithstanding anything 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 contrary contained herein (other than as provided in Section 1.7704-1(e)(1)(x8.2(a) 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 Transferwith respect to an Affiliate Transferee); or
(v) if in the determination of the Holdco Board, such Transfer would require the prior consent of to an IPO, no Investor shall transfer 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 Voting Covenant Shares unless the Transferee Person to whom such Ordinary Shares are so transferred shall deliver have entered into an Accession Agreement. Following an IPO, subject 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 Section 8.5(g), to assume all obligations of the Transferring Holder extent that an Investor desires that a Subsequent Transferee benefit from the rights under this Agreement set forth below in respect of the Shares and PECs that are the subject of the Transfer.
(c) Any Holder who this Section 8.2(d), such Subsequent Transferee shall Transfer all of such Person's Shares and PECs in a Transfer permitted pursuant to this Article VII shall cease to be a Party to this enter into an Accession Agreement.
(d) . For the avoidance of doubt: following an IPO, any Subsequent Transferee who is a Specified Transferee shall be required to enter into an Accession Agreement with respect to the Voting Covenant only. The rights of each Investor hereunder are personal to such Investor except as set forth below. Each transferee which receives Ordinary Shares as a result of a transfer or distribution thereof permitted hereunder, whether prior to or after an IPO (other than an Affiliate Transferee) (such transferee, a “Subsequent Transferee”), shall benefit from the (i) registration rights contained in Section 8.1(g), (ii) IPO participation or subsidiary IPO participation rights contained in Sections 8.1(c) and 8.3(b), (iii) market stand-off contained in Section 8.2(b) and other liquidity provisions, (iv) tag-along rights contained in Section 8.3(a), (v) the most favored nation rights (other than Lead Investor specific provisions related thereto) contained in Section 8.1(f) hereof and any future provisions provided to any Investor as a result of Section 8.1(f), (vi) information rights contained in, but subject to the threshold requirement in, Section 8.1(e), (vii) the provisions of Article I and Article XII to the extent such Subsequent Transferee is party to an Accession Agreement, and thereby is bound by the continuing obligations of the Investors under this Article VII apply Agreement (including the obligations in this Section 8.2 and Sections 8.4 and 8.5) and any reference in any such provisions herein to an Investor shall be deemed to include a Subsequent Transferee, notwithstanding the absence of the term “Subsequent Transferee”, unless the context specifically requires otherwise. In addition, if the Subsequent Transferee is an Approved Coinvestor, then such Approved Coinvestor shall benefit from the information rights under Section 8.1(e) (without regard to any indirect Transfer of any interest in threshold requirements) and the Shares and/or PECs, including the Transfer of any interest in the Investor Luxcos or any other parent company holding directly or indirectly any interest in the Shares and/or PECsCompany Equity ROFO under Section 8.1(h).
Appears in 1 contract
Samples: Share Purchase and Investor Rights Agreement (Alibaba Group Holding LTD)
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 ’s Shares and PECs in a Transfer permitted pursuant to this Article VII shall cease to be a Party to this Agreement.
(d) For the avoidance of doubt, the provisions of this Article VII apply to any indirect Transfer of any interest in the Shares and/or PECs, including the Transfer of any interest in the Investor Luxcos or any other parent company holding directly or indirectly any interest in the Shares and/or PECs.
Appears in 1 contract
Samples: Subscription and Shareholders Agreement (Nordic Telephone CO ApS)
Other Transfer Restrictions. (a) In addition to any other restrictions on Transfer herein contained, each Holder agrees that other than in connection with an IPO, in no event may any of the Stockholders make, or permit their respective direct and indirect equity holders to make, any Transfer of any Shares and PECs by any Holder be madeor Indirect Interests:
(i) if such Transfer would cause the assets of the Company to any Person who lacks become “plan assets” within the legal right, power meaning of the Plan Asset Regulations or capacity to own Shares and/or PECs, as applicableotherwise become regulated under ERISA;
(ii) for as long as Holdco is a partnership for U.S. federal income tax purposes, if such Transfer would, (A) in the opinion of counsel to Holdco, cause any portion of the assets of Holdco to constitute assets violation of any employee benefit plan pursuant to the Plan Asset Regulations;
applicable federal or state securities laws or (iiiB) if such Transfer requires the registration or other qualification of such any Shares and/or PECs pursuant to any applicable federal or state securities lawslaws (unless such Shares are otherwise being registered pursuant to the Registration Rights Agreement or any other agreement between the Company and its Stockholders with respect to the registration of any Securities of the Company or its Subsidiaries);
(iii) unless the transferee (in the case of a Transfer of Shares) makes the representations and warranties set forth in Section 6.1;
(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 (subjects the Company to be regulated under the Investment Company Act of 1940 or the substantial equivalent thereof)" within the meaning Investment Advisers Act of Section 7704 of the IRC or such Transfer would otherwise result in Holdco being treated 1940, each 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)amended; or
(v) if in the determination opinion of legal counsel or a qualified tax advisor to the Holdco BoardCompany, such Transfer would require the prior consent of any federal or state regulatory agency and such prior consent has not been obtained. Without the prior written approval of the Requisite Holders, no Stockholder shall, nor shall they permit their direct and indirect equity holders to, Transfer all or any portion of their Shares or Interests or Indirect Interests to any Person (or an Affiliate thereof) that engages in the business of providing online and mobile food ordering services.
(b) Except as otherwise provided in Section 4.4, the Stockholders effecting any Transfer permitted hereunder shall pay all reasonable costs and expenses, including attorneys’ fees and disbursements, incurred by the Company in connection with the Transfer.
(c) No Transfer may be made or recorded in the books and records of Holdco the Company unless the Transferee transferee shall deliver to Holdco 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 AgreementSection 4.5, including the written agreement (as required pursuant to Section 7.74.6) of the Transferee transferee to be bound by the terms of this Agreement and to assume all obligations of the Transferring Holder Stockholder under this Agreement in respect of the Shares and PECs that are the subject of the Transfer.
(cd) Any Holder who purported Transfer in violation of this Agreement shall Transfer all be null and void, and the Company shall not in any way give effect to any such impermissible Transfer. In the event any direct or indirect owner of such Person's Shares and PECs in any Stockholder makes a Transfer permitted pursuant to this Article VII shall cease to be a Party to of Indirect Interests in violation of this Agreement.
(d) For the avoidance of doubt, the provisions corresponding Stockholder will be in material breach of this Article VII Agreement. The Stockholders acknowledge and agree that the Transfer restrictions set forth in this Agreement are intended to apply to any indirect Transfer Transfers of Interests whether such Transfers are effected directly by any interest in the Shares and/or PECs, including such Stockholder or through the Transfer of interests in any interest in the Investor Luxcos or any other parent company holding entity directly or indirectly holding such Shares. Each Stockholder agrees to be bound by the spirit of these provisions, and to cause its direct or indirect owners to be bound by the spirit of these provisions, and no Stockholder shall take any interest in action to subvert the Shares and/or PECsintent of these provisions.
Appears in 1 contract