Prohibitions on Transfer. Except for Permitted Transfers, no Stockholder shall, directly or indirectly, sell, assign, hypothecate, pledge, encumber or otherwise transfer to any person or entity or grant any interest in any shares of Common Stock that it owns or controls (in each case, a "Prohibited Transfer"). Any Prohibited Transfer or other transfer in violation of any provision of this Agreement shall be void and ineffectual and shall not operate to transfer any interest or title to the purported transferee.
Prohibitions on Transfer. No shares of Restricted Stock may be sold, assigned, transferred, pledged or otherwise encumbered until the expiration or termination of the Restricted Period with respect to such shares of Restricted Stock. If the participant purports to sell, assign, transfer, pledge or otherwise encumber any shares of Restricted Stock prior to the expiration of the Restricted Period applicable to such shares, such shares will immediately and automatically be forfeited to the Company.
Prohibitions on Transfer. (a) No Founder may sell, pledge, hypothecate, transfer, assign or otherwise dispose of, directly or indirectly (each a "Transfer"), any shares of Old United Class A Common to any other Person (including through the relinquishment of control of any person that holds shares of Old United Class A Common) other than to a Related Party of such Founder, provided that none of the following shall constitute a Transfer: (i) the conversion of shares of Old United Class A Common into shares of Old United Class C Common, or (ii) a transfer in connection with any merger, consolidation, statutory share exchange or similar transaction involving Old United.
Prohibitions on Transfer. Each Seller acknowledges and agrees that the Video Update Shares issued to such Seller may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until the thirteen (13) month anniversary of the Closing Date except in accordance herewith.
Prohibitions on Transfer. (a) Shareholder agrees that he shall in no event Transfer any of the Shares on or prior to the date that is one (1) year following the Closing Date without the prior written consent of Matria, except pursuant to Permitted Transfers.
Prohibitions on Transfer. He is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution or delivery of this Agreement by him or the transfer, conveyance and sale of the TRIAX Shares to be sold by him to Century pursuant to the terms hereof.
Prohibitions on Transfer. Notwithstanding anything in this Agreement to the contrary, and in addition to the restrictions on transferability set forth in Section 2 hereof, except to the extent authorized pursuant to Section 5.1 hereof, no Stockholder shall Transfer any Shares, now owned or hereafter acquired, unless prior thereto (i) the Company's attorney shall have given a written opinion that the Transfer will not have the effect of terminating the S Corporation Election and (ii) the proposed transferee shall have agreed to execute any documents necessary at any time the Company's attorney deems necessary to the continuation of such election. Any transfer of Shares in violation of this Section 5.2 shall be void.
Prohibitions on Transfer. Notwithstanding any contrary provision in this Agreement, any otherwise permitted transfer to any Person shall be null and void if such Transfer would cause the Company to cease to comply with at least one safe harbor under Treasury Regulations Section 1.7704-1.
Prohibitions on Transfer. (a) Notwithstanding any other provision of this Agreement, Stockholder agrees that, in addition to any restrictions imposed by law, including, without limitation, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and except as permitted by Sections 1.3.1, Stockholder shall not Transfer, including in accordance with Rule 144 under the Securities Act, any Covered Shares, except that, at Stockholder's election:
Prohibitions on Transfer. (a) Notwithstanding any other provision of this Agreement, and in addition to any restrictions imposed by law, including, without limitation, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and except as permitted by Sections 2.3.1 and 2.5, such Stockholder shall not Transfer, including in accordance with Rule 144 under the Securities Act, any Covered Shares owned by such Stockholder, except that, at such Stockholder's election (and after having given effect to the fact that, if such Stockholder was party to the Original Stockholders Agreement as of September 17, 2003, the date of the initial public offering of the Common Stock (the "IPO"), then such Stockholder was entitled, pursuant thereto, to Transfer up to 20% of the Applicable Total Shares of such Stockholder in the IPO, plus any shares the underwriters of the IPO elected to purchase as part of the over allotment option granted to them by the stockholders of NFP):
