Prohibited Transfer. Any purchase which causes the Purchasers to be in violation of the terms of Section 3 above (“Prohibited Transfer”) shall not be effected by the Company and shall be voidable at the option of the Company by their giving written notice to the transferor, his transferee and the Purchasers. Each certificate representing Voting Stock held by the Purchasers shall be endorsed by the Company with a legend reading as follows: “THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A STOCKHOLDERS AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER HEREOF (A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY), AND NO TRANSFER OF THE SHARES EVIDENCED HEREBY SHALL BE EFFECTIVE EXCEPT IN COMPLIANCE WITH THE TERMS THEREOF.”
Prohibited Transfer. In the event a Selling Shareholder should sell any Transfer Shares in disregard or contravention of Section 10.1, or the right of first refusal or co-sale rights under this Agreement (a “Prohibited Transfer”), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Selling Shareholder shall be bound by the applicable provisions of such option, provided that the restriction under Section 10.1, the right of first refusal and co-sale right under this Agreement shall not apply to any sale or transfer of Shares to the Company pursuant to any repurchase right of the Company or any contractual put right of the holders of Ordinary Shares, if and only if applicable.
Prohibited Transfer. Any attempt by a Founder to transfer Founders Shares in violation of Section 4 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.
Prohibited Transfer. Shares of Executive Stock subject to the Company Call Option shall at all times be held subject to all of the conditions and restrictions set forth in this Section 4.07, the provisions of which shall at all times apply equally both to an original holder of Executive Stock and to each and every subsequent holder of any record or beneficial interest in Executive Stock as herein provided; and each holder of Executive Stock agrees that such holder's becoming such a holder, by acceptance of a stock certificate representing the Executive Stock, or any instrument of transfer of any interest therein or otherwise, shall constitute such holder's agreement with the Company, to be bound by the conditions and restrictions herein contained with respect to the matters set forth in this Section 4.07. Executive may not directly or indirectly, sell, assign, mortgage, hypothecate, transfer, pledge, create a security interest in or lien upon, encumber, give, place in trust, or otherwise voluntarily dispose of any shares of Executive Stock subject to the Company Call Option (collectively a “Transfer”) and any purported Transfer of any certificate representing shares of Executive Stock subject to the Company Call Option shall be void and of no effect. The certificates representing shares of Executive Stock subject to the Company Call Option shall bear a legend referring to the foregoing restrictions.
Prohibited Transfer. Any purchase which causes a Purchaser to be in violation of the terms of Section 10.2 above ("Prohibited Acquisition") shall not be effected by PixTech and shall be voidable at the option of PixTech by its giving written notice to the transferor, his transferee and such Purchaser.
Prohibited Transfer. In the event any Shareholder (a “Prohibited Transferor”) should Transfer any Shares in contravention of the right of first refusal or other rights of any Shareholder under this Agreement (a “Prohibited Transfer”), each other Shareholder shall have, in addition to such other remedies as may be available at law, in equity or hereunder, the “put” option provided below, and the Prohibited Transferor shall be bound by the applicable provisions of such option.
Prohibited Transfer. Notwithstanding any other provisions of this Section 12.04, no transfer or assignment of the interests or obligations of any Lender or any grant of participations therein shall be permitted if such transfer, assignment or grant would require the Borrower and the Subsidiaries to file a registration statement with the SEC or to qualify the Loans under the “Blue Sky” laws of any state.
Prohibited Transfer. A Prohibited Transfer occurs, in violation of this Agreement.
Prohibited Transfer. In the event any holder of Equity Securities (the “Transferring Holder”) should sell any Equity Securities in disregard or in contravention of the right of first refusal or co-sale rights under this Agreement (a “Prohibited Transfer”), the Preferred Holders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Transferring Holder shall be bound by the applicable provisions of such option.
Prohibited Transfer. (a) Any Transfer of Equity Securities in violation of Sections 2, 3, 4, 5, 6 or Section 7(a) hereof (a “Prohibited Transfer”) shall be null and void and shall not confer on any transferee any rights whatsoever, and the Company shall not, and in the case of Section 6, the relevant Parties shall not recognize such Transfer and will not effect such Transfer on the Company’s (or as applicable, the relevant company’s) register of members or other records without the written consent of the holders collectively holding (i) at least eighty-five percent (85%) of the then outstanding Existing Preferred Shares voting together as a separate class and on an as converted basis, (ii) at least seventy-five percent (75%) of the then outstanding Series C Shares, voting as a separate class and on an as converted basis and (iii) at least seventy-five percent (75%) of the then outstanding Ordinary Shares, voting as a separate class and on an as converted basis.
