Common use of Permitted Transferees Clause in Contracts

Permitted Transferees. (a) Subject to Section 3.01 herein, any Stockholder may at any time Transfer any or all of its Shares to a Permitted Transferee without the consent of any Person and without compliance with Sections 4.01 and 4.02, as the case may be, so long as (a) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a Joinder Agreement in the form of E xhibit “B” attached hereto; (b) the Transfer is in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any other restrictions on Transfer contained in this Agreement; and (c) the Transfer does not trigger any obligation to register any Shares under Section 12(g) of the Securities Act. Such Stockholder must give written prior notice to the Company of any proposed Transfer to a Permitted Transferee, including the identity of such proposed Permitted Transferee and such other information reasonably requested by the Company to ensure compliance with the terms of this Agreement and the Company shall be entitled to condition any such Transfer on receipt of an opinion of counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of the Securities Act.

Appears in 4 contracts

Samples: Stockholder Subscription Agreement, Stockholder Subscription Agreement, Stockholder Subscription Agreement

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Permitted Transferees. (a) Subject to Section 3.01 herein7.01, any Stockholder Member may at any time Transfer any or all of its Shares Units to a Permitted Transferee without the consent of any Person and without compliance with Sections 4.01 7.04, 7.06 and 4.027.07, as the case may be, so long as (ai) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a Joinder Agreement joinder agreement in the form of E xhibit Exhibit A attached hereto (B” attached heretoJoinder Agreement”); (bii) the Transfer is in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any other restrictions on Transfer contained in this Agreement; and (ciii) the Transfer does not trigger any registration obligation to register any Shares under Section 12(g) of the Securities Act. Such Stockholder Member must give written prior notice to the Company of any proposed Transfer to a Permitted Transferee, including the identity of such proposed Permitted Transferee and such other information reasonably requested by the Company to ensure compliance with the terms of this Agreement and the Company shall be entitled to condition any such Transfer on receipt of an opinion of counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of the Securities Act.

Appears in 4 contracts

Samples: Joinder Agreement (STR Holdings (New) LLC), Agreement and Plan of Merger (STR Holdings, Inc.), Agreement and Plan of Merger (STR Holdings (New) LLC)

Permitted Transferees. (a) Subject to Section 3.01 herein8.01, any Stockholder Member may at any time Transfer any or all of its Shares Units to a Permitted Transferee without the consent of any Person and without compliance with Sections 4.01 8.04, 8.06 and 4.028.07, as the case may be, so long as (ai) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a Joinder Agreement joinder agreement in the form of E xhibit Exhibit A attached hereto (B” attached heretoJoinder Agreement”); (bii) the Transfer is in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any other restrictions on Transfer contained in this Agreement; and (ciii) the Transfer does not trigger any registration obligation to register any Shares under Section 12(g) of the Securities Act. Such Stockholder Member must give written prior notice to the Company of any proposed Transfer to a Permitted Transferee, including the identity of such proposed Permitted Transferee and such other information reasonably requested by the Company to ensure compliance with the terms of this Agreement and the Company shall be entitled to condition any such Transfer on receipt of an opinion of counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of the Securities Act.

Appears in 3 contracts

Samples: Contribution Agreement (STR Holdings (New) LLC), Limited Liability Company Agreement (STR Holdings LLC), Limited Liability Company Agreement (STR Holdings (New) LLC)

Permitted Transferees. (a) Subject to Section 3.01 herein3.01, any Stockholder may at any time Transfer any or all of its Shares Company Securities to a Permitted Transferee without the consent of any Person and without compliance with Sections 4.01 and 4.02, as the case may be, so long as (a) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a Joinder Agreement joinder agreement in the form of E xhibit “B” Exhibit A attached hereto; (b) the Transfer is in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any other restrictions on Transfer contained in this Agreement; and (c) the Transfer does not trigger any obligation to register any Shares Company Securities under Section 12(g) of the Securities Act. Such Stockholder must give written prior notice to the Company of any proposed Transfer to a Permitted Transferee, including the identity of such proposed Permitted Transferee and such other information reasonably requested by the Company to ensure compliance with the terms of this Agreement and the Company shall be entitled to condition any such Transfer on receipt of an opinion of counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of the Securities Act.

Appears in 2 contracts

Samples: Stockholders’ Agreement, Stockholders’ Agreement (Dave & Buster's Entertainment, Inc.)

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Permitted Transferees. (a) Subject to Section 3.01 herein, any Stockholder may at any time Transfer any or all of its Shares to a Permitted Transferee without the consent of any Person and without compliance with Sections 4.01 and 4.02, as the case may be, so long as (a) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a Joinder Agreement in the form of E xhibit Exhibit “B” attached hereto; (b) the Transfer is in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any other restrictions on Transfer contained in this Agreement; and (c) the Transfer does not trigger any obligation to register any Shares under Section 12(g) of the Securities Act. Such Stockholder must give written prior notice to the Company of any proposed Transfer to a Permitted Transferee, including the identity of such proposed Permitted Transferee and such other information reasonably requested by the Company to ensure compliance with the terms of this Agreement and the Company shall be entitled to condition any such Transfer on receipt of an opinion of counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of the Securities Act.

Appears in 2 contracts

Samples: Stockholder Subscription Agreement, Stockholder Subscription Agreement

Permitted Transferees. (a) Subject to Section 3.01 herein3.01, any Stockholder may at any time Transfer any or all of its Shares Company Securities to a Permitted Transferee without the consent of any Person and without compliance with Sections 3.04, 4.01 and 4.02, as the case may be, so long as (a) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a Joinder Agreement in the form of E xhibit “B” Exhibit A attached hereto; (b) the Transfer is in compliance with the Securities Act, any other applicable securities or "blue sky" laws and any other restrictions on Transfer contained in this Agreement; and (c) the Transfer does not trigger any obligation to register any Shares registration rights under Section 12(g) of the Securities Act. Such Stockholder must give written prior notice to the Company of any proposed Transfer to a Permitted Transferee, including the identity of such proposed Permitted Transferee and such other information reasonably requested by the Company to ensure compliance with the terms of this Agreement and the Company shall be entitled to condition any such Transfer on receipt of an opinion of counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Stockholders' Agreement (Jostens Inc)

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