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. 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. (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.
(b) Any Founder may Transfer shares of Old United Class A Common to a Related Party of such Founder if the Related Party undertakes in writing to be subject to each of the terms of this Agreement as though it were a Founder hereunder.
(c) Any purported Transfer of shares of Old United Class A Common in violation with this Section 2 shall be void and ineffective as against both the transferring Founder or Related Party and the proposed transferee.
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. Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit (other than, in each case, in accordance with the Exchange Agreement) be made by any Partner or Assignee if the General Partner determines that:
(a) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;
(b) except pursuant to an Exchange Transaction, such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable U.S. federal or state securities Laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities Laws or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Laws;
(c) such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner or PubCo to become a fiduciary with respect to any existing or contemplated Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;
(d) would result in a breach of Section 2.12;
(e) to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; provided that, no such legal and/or tax opinions shall be required for a Transfer by a Partner holding at least 3% of the Common Percentage Interest (excluding, for purposes of this calculation, Common Units then owned by PubCo (if any) or any Subsidiary of PubCo (if any));
(f) such Transfer would cause the Partnership to be treated as having more than seventy-five (75) “partners” within the meaning of Treasury Regulations Section 1.7704-1(h) but looking through all entities treated as transparent or flow-through for U.S. federal income tax purposes or if the Partnership already has more than seventy-five (75) “partners” but such issuance would further increase the number of “partners” in the Partnership;
(g) the General Partner shall reasonably determine that such Transfer would pose a material risk that the Partn...
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:
(i) if Stockholder initially acquired shares of Common Stock directly from NFP on or prior to the Follow-On Offering Deadline:
(A) during the period from and including March 15, 2004 through and including December 16, 2004, in connection with an underwritten offering of Common Stock by NFP, Stockholder may Transfer up to 20% of its Applicable Total Shares, plus any shares the underwriters elect to purchase as part of the over-allotment option granted to them by the stockholders of NFP; or
(B) if during the period described in clause (A), NFP does not consummate an underwritten offering of Common Stock, then during the period commencing on the later of December 17, 2004 or the date that is 12 months after the date on which Stockholder initially acquired shares of Common Stock and ending with the commencement of the next Transfer Period (as defined below), subject to the provisions of any lockup agreement entered into from time to time in accordance with Section 2.6 hereof, Stockholder may Transfer up to 20% of its Applicable Total Shares; and
(C) in each 12-month period commencing 24 months after the date on which Stockholder initially acquired shares of Common Stock (each such period, together with the periods referred to in clauses (A) and (B) above and Section 1.5(a)(ii) below, a "Transfer Period"), subject to the provisions of any lockup agreement entered into from time to time in accordance with Section 2.6 hereof, Stockholder may Transfer the aggregate of any Holdover Amount plus up to 20% of its Applicable Total Shares, provided that commencing on the fifth anniversary of the date on which Stockholder initially acquired shares of Common Stock directly from NFP, Stockholder may freely Transfer any remaining shares of Common Stock; and
(ii) if Stockholder initially acquired shares of Common Stock directly from NFP after the Follow-On Offering Deadline, in each 12-month period commencing on the date that is 12 months after the date on which Stockholder initially acquired shares of Common Stock, subject to the provisions of any lockup agre...
Prohibitions on Transfer a. Prior to the repayment in full of the City Loan, the Borrower must not assign or attempt to assign the City Loan Agreement or this Note or any right therein or herein, nor make any total or partial sale, transfer, conveyance, assignment or encumbrance of the whole or any part of the Property (referred to hereinafter as a “Transfer”), without the prior written approval of the City given in the sole and absolute discretion of the City. Consent to one such transaction will not be deemed to be a waiver of the right to require consent to future or successive transactions. If consent should be given, any such transfer shall be subject to this Section 8, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein. City has consented to the recordation against the Property of a second deed of trust in favor of the Successor Agency to the Community Redevelopment Agency of the City of Palmdale (the “Successor Agency”) securing certain obligations under that certain Settlement Agreement between Borrower and Successor Agency dated as of December 16, 2020, as extended, amended and modified (the “Successor Agency Deed of Trust”).
b. Proposed transferees (other than an Affiliate of Borrower) must have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the City, to fulfill Borrower’s obligations undertaken in the City Loan Agreement, this Note and the City Deed of Trust. A proposed transferee (including an Affiliate of Borrower), by instrument in writing satisfactory to the City and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the City must expressly assume all of Borrower’s obligations under the City Loan Agreement and this Note and agree to be subject to all conditions and restrictions applicable to Borrower. There must be submitted to the City for review all instruments and other legal documents proposed to affect any such transfer; and if approved by the City its approval will be indicated to Borrower in writing. If consent should be given, such transfer will be subject to this Section 8.
c. In the absence of specific written agreement by the City, no unauthorized Transfer, or approval thereof by the City, will be deemed to relieve the Borrower or any other party from any obligations under the City Loan Agreement or this Note.
d. In the event of a Transfer prior to the time the City Loan i...
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. (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.
(b) In the event that the employment of Shareholder is terminated by Matria or MarketRing for Cause or is terminated by Shareholder for any reason within one (1) year following the Closing Date, Shareholder agrees that he will not Transfer any of the Shares on or prior to the date that is three (3) years following the Closing Date without the prior written consent of Matria, except pursuant to Permitted Transfers.
(c) In the event that the employment of Shareholder is terminated by MarketRing or Matria without Cause within one (1) year following the Closing Date, Shareholder may, after the expiration of one (1) year following the Closing Date, freely Transfer any of the Shares, subject to compliance with all Securities Laws.
(d) In the event that Shareholder remains employed with MarketRing or Matria on the date that is one (1) year following the Closing Date, (i) Shareholder may thereafter freely transfer up to 50% of the Shares, subject to compliance with all Securities Laws, and (ii) subject to subsections (e) and (f) below, Shareholder shall not, without the prior written consent of Matria, Transfer any Shares in excess of such amount during the two (2) year period ending on the date that is three (3) years following the Closing Date, except pursuant to Permitted Transfers.
(e) In the event that the employment of Shareholder is terminated by MarketRing or Matria without Cause after the date that is one (1) year following the Closing Date, Shareholder may, following the effective date of such termination, freely Transfer any of the Shares, subject to compliance with all Securities Laws.
(f) In the event that Shareholder remains employed with MarketRing or Matria on the date that is two (2) years following the Closing Date, Shareholder may thereafter freely Transfer any of the Shares, subject to compliance with all Securities Laws.
(g) Following any Permitted Transfer, all restrictions and other provisions of this Agreement shall remain unaffected by such Permitted Transfer and fully applicable to all of the Shares, to the same extent as if all Shares were still held by Shareholder. Shareholder shall be jointly and severally liable for any and all actions of his Permitted Transferees which result in a breach or violation of t...
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.
