Permitted Transfers of Shares. Notwithstanding the provisions of Section 3(a) hereof, during the term of this Agreement, any Stockholder may transfer any or all of his or its respective Securities, subject to the restrictions contained in Section 3 hereof and upon compliance with the following terms and conditions:
Permitted Transfers of Shares. Subject to compliance with the restrictions and conditions set forth in this Section 2.4, with the consent of the Administrator, Participant may Transfer vested Shares subject to the Award (i) by the laws of descent and distribution, or (ii) by gift or domestic relations order to a “family member” (as defined in Rule 701 under the Securities Act) (any such Transfer shall be referred to as a “Permitted Transfer”). No Permitted Transferee of Participant shall be permitted to Transfer Shares to any Person to whom Participant would not be permitted to Transfer Shares pursuant to the terms of this Agreement.
Permitted Transfers of Shares. The Optionee shall have the right to make Permitted Transfers of Shares. For purposes of this Agreement, “Permitted Transfer” shall mean any transfer of all or any portion of the Optionee’s Shares by will or the laws of descent and distribution and any transfer by the Optionee during his or her lifetime of all or any portion of his or her Shares to or for the benefit of any spouse, child or grandchild (including any natural born, adopted or step-child or step-grandchild) of the Optionee, or to a trust for the benefit of the Optionee and/or any of the foregoing or to a partnership or limited liability company, the partners or members of which include only the Optionee and/or any of the foregoing or any other person or entity determined by the Board; provided, however, that it shall be a condition of each such Permitted Transfer that (i) the transferee agrees to be bound by the terms of this Agreement and (ii) the Optionee has complied with all applicable laws in connection with such Permitted Transfer. For purposes of this Agreement, (a) any donee or transferee of the Optionee’s Shares shall be treated as the “Optionee,” and (b) notwithstanding the foregoing clause, the circumstances or events giving rise to any forfeiture or repurchase right shall be determined with respect to the original “Optionee” who was first issued such Shares and transferred them to the transferee, and the transferee shall be subject to forfeiture or a repurchase right upon such circumstance or event. For purposes of an example of the foregoing clause (b) and not in anyway as a limitation, if a termination of employment gives rise to a repurchase right with respect to Shares held by a transferee, it shall be the termination of the original Shareholder’s employment that creates the repurchase right and not the termination of employment of such transferee.
Permitted Transfers of Shares. Subject to compliance with the restrictions and conditions set forth in Section 2, the Grantee shall be permitted to Transfer Shares (i) to his or her spouse, lineal or legally adopted descendants or ancestors (and their spouses), (ii) to the trustee of a trust for the sole benefit of such persons, or (iii) to an entity in which such Grantee or his Permitted Transferees own, directly or indirectly, 100% of the equity interests (any such Transfer shall be referred to as a "PERMITTED TRANSFER"), provided in each case that the Grantee retains all voting rights in the Shares. No Permitted Transferee of the Grantee shall be permitted to Transfer Shares to any Person to whom the Grantee would not be permitted to Transfer Shares pursuant to the terms of this Agreement.
Permitted Transfers of Shares. Notwithstanding anything in this letter agreement to the contrary, each of the Stockholders may Transfer any or all of its Shares and Additional Shares in accordance with applicable Law; provided, however, that, prior to and as a condition to the effectiveness of such Transfer, each Person to which any of such Shares or Additional Shares or any interest in any of such Shares or Additional Shares is or may be Transferred shall have executed and delivered to Parent a counterpart of this letter agreement pursuant to which such Person shall be bound by all of the terms and provisions of this letter agreement, and shall have agreed in writing with Parent to hold such Shares or Additional Shares or interest in such Shares or Additional Shares subject to all of the terms and provisions of this letter agreement.
Permitted Transfers of Shares. (a) Xxxxxxxx covenants and agrees with Cascade that:
(i) Couphar will not sell, assign or transfer any of the Exchangeable Shares except to a Member of the Immediate Family, Cascade or the Purchaser and except for pledges to secure bona fide borrowings provided that: (A) the pledgee is not entitled to take title to the Exchangeable Shares or exercise any of the rights, except the right of retraction but including rights under the Registration Rights Agreement, of Couphar in relation thereto and (B) shares received on retraction will be subject to all restrictions which would apply to Couphar under agreements or statute;
(ii) Couphar will always be controlled by Xxxxxxxx or, after his death, by his personal representatives or Members of the Immediate Family;
(iii) If Exchangeable Shares are transferred to a Member of the Immediate Family which is a corporation or a trust, Xxxxxxxx will cause such transferee to continue to be a Member of the Immediate Family for so long as such transferee holds such shares or Common Shares arising on exchange thereof; and
(iv) Couphar shall not sell any Common Shares acquired in exchange for the Exchangeable Shares except for:
(A) shares which have first been offered to, and not purchased by Cascade, pursuant to clause 3(b) or 3(c)(i) below which are either
(i) sold in the open market through a member firm of the National Association of Securities Dealers during the 90 days following the effective date of the registration statement to which the RR Notice referred to in such clause relates or
(ii) sold to an underwriter during the 90 days following the effective date of the registration statement to which the RR Notice referred to in such clause relates provided that if (I) the underwriter has required that the price thereunder be at least 25% below the price at which such shares were offered to Cascade pursuant to clause 3(b) below and (II) Couphar has decided to complete such sale at such price, then Cascade shall be entitled, within 24 hours of being so notified in writing, to agree in writing with Couphar to purchase all such shares at such price as reduced and to pay all fees and commissions which would have been payable to such underwriter.
(B) shares which have first been offered to, and not purchased by, Cascade pursuant to clause 3(c) below which are sold pursuant to the provisions of paragraph 4 or 5 of the Shareholders Agreement or are sold during the 90 days following such offer to Cascade either
(i) in the open m...
Permitted Transfers of Shares. The Shareholder may, after giving written notice (a “Transfer Notice”) to the Corporation specifying the number and class of Shares proposed to be Transferred and the date of the proposed Transfer (which date shall not be less than three Business Days following the date of the Transfer Notice), Transfer all or any part of the Shares owned it:
(a) subject to Section 5.1(a) and 5.1(c), as applicable, to an Affiliate of the Shareholder; or
(b) subject to Section 5.1, 5.3 and 5.4, as applicable, to a Person other than an Affiliate; provided that if only one class of Shares is publicly traded, any Shares not of the publicly traded class shall first be converted into the publicly traded class of Shares in accordance with the articles of the Corporation prior to such Transfer.
Permitted Transfers of Shares. A Shareholder (the Original Shareholder) may transfer all (but not a portion of) his or its Shares to a Permitted Transferee without restriction as to price or otherwise.
Permitted Transfers of Shares. Each of the Parties shall at any time and from time to time during the term of this Shareholders Agreement be permitted to transfer all (but only all) of its shares in the Company to one of its Affiliated Companies, provided however that such Affiliated Company shall (i) at the occasion of such transfer become a party to this Shareholders Agreement and (ii) such Affiliated Company shall be able to comply with and perform all of its obligations hereunder, (the burden of proof of which vests in the transferring Party). In such event the transferring Party shall notify the other Party of its wish in accordance with clause 9 of this Shareholders Agreement, observing at least a notice period of ten (10) Business Days.
Permitted Transfers of Shares. 4.1 Transfers with Prior Consent of all other Shareholders. Except as otherwise provided in Section 4.2 or 4.4, a Shareholder may only Transfer the Shares owned by such Shareholder if such Shareholder has obtained the prior written consent of all of the other Shareholders of the Company. Any Shares so Transferred pursuant to this Section 4.1 shall continue to be subject to and shall be transferable only in accordance with the terms of this Agreement and the transferee of such Shares must agree in writing to be bound by the terms and conditions of this Agreement prior to such Transfer being effective.
