Common use of Resale of Securities Clause in Contracts

Resale of Securities. (a) No Stockholder shall Transfer any Shares other than in accordance with the provisions of this Article II. Any Transfer or purported Transfer made in violation of this Article II or any pledge or encumbrance that is not included in the definition of “Transfer” shall be null and void and of no effect, and the Company will not recognize on its books and records or give effect to such Transfer. (b) Notwithstanding any other provision of this Agreement to the contrary, no Stockholder shall Transfer any Shares other than pursuant to (i) Section 2.01(c), (ii) Section 2.03, (iii) Article III or (iv) Section 4.01. (c) A Stockholder may Transfer its Shares to a Permitted Transferee of such Stockholder; provided that each Permitted Transferee of any Stockholder to which Shares are Transferred shall, and such Stockholder shall cause such Permitted Transferee to, Transfer back to such Stockholder (or to another Permitted Transferee of such Stockholder) any Shares it owns if such Permitted Transferee ceases to be a Permitted Transferee of such Stockholder. (d) In addition, and without limitation to Section 2.07 of this Agreement, no Stockholder shall be entitled to Transfer its Shares at any time if such Transfer would: (i) violate the Securities Act, or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Company or the Shares; or (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time.

Appears in 2 contracts

Samples: Stockholders Agreement (BJ's Wholesale Club Holdings, Inc.), Stockholders Agreement (BJ's Wholesale Club Holdings, Inc.)

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Resale of Securities. (a) No Stockholder Shareholder shall Transfer any Shares other than in accordance with the provisions of this Article IIIII. Any Transfer or purported Transfer made in violation of this Article II or any pledge or encumbrance that is not included in the definition of “Transfer” III shall be null and void and of no effect, and the Company will not recognize on its books and records or give effect to such Transfer. (b) Notwithstanding any other provision of this Agreement to the contrary, no Stockholder shall Transfer any Shares other than pursuant to (i) Section 2.01(c), (ii) Section 2.03, (iii) Article III or (iv) Section 4.01. (c) A Stockholder Shareholder may Transfer its Shares to a Permitted Transferee of such StockholderShareholder; provided that each Permitted Transferee of any Stockholder Shareholder to which Shares are Transferred shall, and such Stockholder Shareholder shall cause such Permitted Transferee to, Transfer back to such Stockholder Shareholder (or to another Permitted Transferee of such StockholderShareholder) any Shares it owns if such Permitted Transferee ceases to be a Permitted Transferee of such StockholderShareholder. (dc) In addition, and without limitation to Section 2.07 3.10 of this Agreement, no Stockholder Shareholder shall be entitled to Transfer its Shares at any time if such Transfer would: (i) violate the Securities Act, or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Company or the Shares; or; (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time; or (iii) be a non-exempt “prohibited transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code.

Appears in 1 contract

Samples: Shareholders Agreement (Intelsat Global Holdings S.A.)

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Resale of Securities. (a) No Stockholder Shareholder shall Transfer any Shares other than in accordance with the provisions of this Article IIIII. Any Transfer or purported Transfer made in violation of this Article II or any pledge or encumbrance that is not included in the definition of “Transfer” III shall be null and void and of no effect, and the Company will not recognize on its books and records or give effect to such Transfer. (b) Notwithstanding any other provision of this Agreement to the contrary, no Stockholder shall Transfer any Shares other than pursuant to (i) Section 2.01(c), (ii) Section 2.03, (iii) Article III or (iv) Section 4.01. (c) A Stockholder Shareholder may Transfer its Shares to a Permitted Transferee of such StockholderShareholder, which Permitted Transferee shall be treated as such transferring Shareholder for all purposes under this Agreement; provided that each Permitted Transferee of any Stockholder Shareholder to which Shares are Transferred shall, and such Stockholder Shareholder shall cause such Permitted Transferee to, Transfer back to such Stockholder Shareholder (or to another Permitted Transferee of such StockholderShareholder) any Shares it owns if such Permitted Transferee ceases to be a Permitted Transferee of such StockholderShareholder. (dc) In addition, and without limitation to Section 2.07 3.10 of this Agreement, no Stockholder Shareholder shall be entitled to Transfer its Shares at any time if such Transfer would: (i) violate the Securities Act, or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Company or the Shares; or; (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time; or (iii) be a non-exempt “prohibited transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code.

Appears in 1 contract

Samples: Shareholders Agreement (Intelsat Global Holdings S.A.)

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