Common use of Restricted Transfers Clause in Contracts

Restricted Transfers. The Company shall, and shall cause its Subsidiaries to, refuse to effect or recognize: (a) any transaction involving a purported Transfer (as such term is defined in the Charter) of Equity Securities in the Company or of any Subsidiary to any of the individuals or entities named on (i) lists promulgated by the United Nations Security Council or its committees pursuant to resolutions issued under Chapter VII of the United Nations Charter or (ii) the World Bank Listing of Ineligible Firms (each, a “Debarred Person”), or record or register any such Transfer of Equity Securities in the Company or such Subsidiary in the applicable share registry; or (b) any liquidation, dissolution, winding-up, merger, consolidation or other transaction that constitutes a Liquidity Event which would result in (1) the shareholders of the Company receiving equity securities of a Debarred Person or a Person that engages in activities set forth on the Exclusion List (or, with respect to the activities set forth in the second, third, fourth and fifth items on the Exclusion List (the “Specified Activities”), that engages primarily in such Specified Activities), or (2) the shareholders of the Company (if such shareholders includes IFC) and a Debarred Person or a Person that engages in the activities set forth on the Exclusion List (or, with respect to the Specified Activities, that engages primarily in such Specified Activities) being holders of any of the equity securities of the Company or a Subsidiary or any surviving or successor Person. After consummation of any admission of Equity Securities of the Company to listing on any securities exchange and/or to trading on any public market, this Section 3.05 shall not apply to a sale of Equity Securities of the Company on any open market. For sake of clarity, a retailer that engages in the Specified Activities but for which those Specified Activities do not constitute a majority of such retailer’s revenues shall not be considered to be a Person engaging primarily in such Specified Activities.

Restricted Transfers. The Company shall, and shall cause its Subsidiaries to, refuse to effect or recognize: (a) If Noble closes the initial public offering described in the Purchase Agreement (the "IPO"), Skandalaris shall not, without the prior joint written consent of the Shareholders, sell, transfer or dispose of in any transaction way any Skandalaris Shares on or before the second anniversary of the closing of the IPO. Except as otherwise set forth in this Agreement, after the second anniversary of the IPO, Skandalaris shall not, without the prior joint written consent of the Shareholders, engage in such a transfer involving a purported Transfer more than 20% in the aggregate of the Skandalaris Shares so long as any Series A Preferred Stock (as such that term is defined in the CharterPurchase Agreement) remains outstanding; provided, however, that Skandalaris shall not engage in such a transfer if there exists an Event of Default (as that term is defined in the designation (the "Designation") of Equity Securities the Series A Preferred Stock contained in the Company Noble Articles of Incorporation). (b) If Skandalaris proposes such a transfer pursuant to Section 7(a), then he shall promptly give written notice (the "Restricted Transfer Notice") to each Shareholder at least 30 days prior to the closing of such a transfer. The Restricted Transfer Notice shall describe in reasonable detail the proposed transfer, including, without limitation, the number of Skandalaris Shares to be sold or transferred, the nature of any Subsidiary such sale or transfer, the consideration to any be paid, and the name and address of each prospective purchaser or transferee. In the individuals event that the proposed transfer is being made pursuant to the provisions of Section 7(c) of this Agreement, the Restricted Transfer Notice shall state under which section the sale or entities named on transfer is being made. (c) Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to (i) lists promulgated by the United Nations Security Council or its committees any pledge of Skandalaris Shares made pursuant to resolutions issued under Chapter VII of the United Nations Charter a bona fide loan transaction that creates a mere security interest, or (ii) any transfer to the World Bank Listing ancestors, descendants or spouse of Ineligible Firms Skandalaris or to trusts for the benefit of such persons; provided, however, that (each, a “Debarred Person”), A) Skandalaris shall inform each Shareholder of such pledge or record or register any such Transfer of Equity Securities in the Company or such Subsidiary in the applicable share registry; or transfer prior to effecting it and (b) any liquidation, dissolution, winding-up, merger, consolidation or other transaction that constitutes a Liquidity Event which would result in (1B) the shareholders of pledgee or transferee shall furnish the Company receiving equity securities of Shareholders with a Debarred Person or a Person that engages in activities set forth on the Exclusion List (or, with respect to the activities set forth in the second, third, fourth and fifth items on the Exclusion List (the “Specified Activities”), that engages primarily in such Specified Activities), or (2) the shareholders of the Company (if such shareholders includes IFC) and a Debarred Person or a Person that engages in the activities set forth on the Exclusion List (or, with respect to the Specified Activities, that engages primarily in such Specified Activities) being holders of any of the equity securities of the Company or a Subsidiary or any surviving or successor Person. After consummation of any admission of Equity Securities of the Company to listing on any securities exchange and/or to trading on any public market, this Section 3.05 shall not apply to a sale of Equity Securities of the Company on any open market. For sake of clarity, a retailer that engages in the Specified Activities but for which those Specified Activities do not constitute a majority of such retailer’s revenues shall not be considered written agreement to be a Person engaging primarily in bound by and that complies with all provisions of this Agreement. Such transferred Skandalaris Shares shall remain "Skandalaris Shares" under this Agreement, and such Specified Activitiespledgee or transferee shall be treated as "Skandalaris" for purposes of this Agreement.