Common use of Restriction on Indirect Transfers Clause in Contracts

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of holders of at least a majority of the Preferred Shares: (a) Each of the Founders shall not, and shall use his best efforts to cause any shareholder of any Existing Shareholder not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest or equity securities or any economic interest deriving therefrom, held, directly or indirectly, by such Founder and/or shareholder in such Existing Shareholder to any person or entity other than one that is solely owned by such Founder and/or shareholder; (b) Each Existing Shareholder shall not, and each of the Founders shall use his best efforts to cause such Existing Shareholder not to, issue to any person any equity securities of such Existing Shareholder or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Existing Shareholder; and (c) Notwithstanding the foregoing, the restrictions under this Section 4.9 shall not apply to (i) any transfers or issuances with respect to the equity interest in Valuetrue Investments Limited; and (ii) any transfers or issuances to the parents, children or spouse of any Founder and/or any shareholder of an Existing Shareholder occurring after the date hereof with respect to the equity interest in any Existing Shareholder which do not exceed 20% of the capital of such Existing Shareholder at any time in the aggregate; provided that each Founder shall, and shall use his best efforts to cause each other shareholder of an Existing Shareholder to, promptly notify the Company and each Preferred Shareholder of any transfer of equity interests pursuant to this Section 4.9.

Appears in 3 contracts

Samples: Share Subscription Agreement (Le Gaga Holdings LTD), Shareholder Agreements (Le Gaga Holdings LTD), Share Subscription Agreement (Le Gaga Holdings LTD)

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Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of holders of at least a majority of the Preferred Shares: (a) Each of the Founders shall not, and shall use his best efforts to cause any shareholder of any Existing Shareholder not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest or equity securities or any economic interest deriving therefrom, held, directly or indirectly, by such Founder and/or shareholder in such Existing Shareholder to any person or entity other than one that is solely owned by such Founder and/or shareholder; (b) Each Existing Shareholder shall not, and each of the Founders shall use his best efforts to cause such Existing Shareholder not to, issue to any person any equity securities of such Existing Shareholder or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Existing Shareholder; and (c) Notwithstanding the foregoing, the restrictions under this Section 4.9 shall not apply to (i) any transfers or issuances with respect to the equity interest in Valuetrue Investments Limited; and (ii) any transfers or issuances to the parents, children or spouse of any Founder and/or any shareholder of an Existing Shareholder occurring after the date hereof with respect to the equity interest in any Existing Shareholder which do not exceed 20% of the capital of such Existing Shareholder at any time in the aggregate; provided that each Founder shall, and shall use his best efforts to cause each other shareholder of an art Existing Shareholder to, promptly notify the Company and each Preferred Shareholder of any transfer of equity interests pursuant to this Section 4.9.

Appears in 1 contract

Samples: Share Purchase Agreement (Le Gaga Holdings LTD)

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of holders of at least a majority of the Preferred Series A Shares: (a) Each of the Founders shall not, and shall use his best efforts to cause any shareholder of any Existing Shareholder not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest or equity securities or any economic interest deriving therefrom, held, directly or indirectly, by such Founder and/or shareholder in such Existing Shareholder to any person or entity other than one that is solely owned by such Founder and/or shareholder; (b) Each Existing Shareholder shall not, and each of the Founders shall use his best efforts to cause such Existing Shareholder not to, issue to any person any equity securities of such Existing Shareholder or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Existing Shareholder; and (c) Notwithstanding the foregoingabove, the restrictions under this Section 4.9 shall not apply to (i) any transfers or issuances with respect to the equity interest in Valuetrue Investments Limited; and (ii) any transfers or issuances to the parents, children or spouse of any Founder and/or any shareholder of an Existing Shareholder occurring after the date hereof with respect to the equity interest in any Existing Shareholder which do not exceed twenty percent (20% %) of the capital of such Existing Shareholder at any time in the aggregate; provided that each Founder shall, and shall use his best efforts to cause each other shareholder of an Existing Shareholder to, promptly notify the Company and each Preferred Shareholder of any transfer of equity interests pursuant to this Section 4.9.

Appears in 1 contract

Samples: Series a Preferred Share Purchase Agreement (Le Gaga Holdings LTD)

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of holders of at least a majority of the Preferred Shares: (a) Each of the Founders shall not, and shall use his best efforts to cause any shareholder of any Existing Shareholder not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest or equity securities or any economic interest deriving therefrom, held, directly or indirectly, by such Founder and/or shareholder in such Existing Shareholder to any person or entity other than one that is solely owned by such Founder and/or shareholder; (b) Each Existing Shareholder shall not, and each of the Founders shall use his best efforts to cause such Existing Shareholder not to, issue to any person any equity securities of such Existing Shareholder or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Existing Shareholder; and (c) Notwithstanding the foregoing, the restrictions under this Section 4.9 of this Appendix shall not apply to (i) any transfers or issuances with respect to the equity interest in Valuetrue Investments Limited; and (ii) any transfers or issuances to the parents, children or spouse of any Founder and/or any shareholder of an Existing Shareholder occurring after the date hereof with respect to the equity interest in any Existing Shareholder which do not exceed 20% of the capital of such Existing Shareholder at any time in the aggregate; provided that each Founder shall, and shall use his best efforts to cause each other shareholder of an Existing Shareholder to, promptly notify the Company and each holder of Preferred Shareholder of Shares or any transfer of equity interests pursuant to Section 4.9 of this Section 4.9Appendix.

Appears in 1 contract

Samples: Share Subscription Agreement (Le Gaga Holdings LTD)

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of holders of at least a majority of the Preferred Shares: (a) Each of the Founders shall not, and shall use his best efforts to cause any shareholder of any Existing Shareholder not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest or equity securities or any economic interest deriving therefrom, held, directly or indirectly, by such Founder and/or shareholder in such Existing Shareholder to any person or entity other than one that is solely owned by such Founder and/or shareholder; (b) Each Existing Shareholder shall not, and each of the Founders shall use his best efforts to cause such Existing Shareholder not to, issue to any person any equity securities of such Existing Shareholder or any options or of warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Existing Shareholder; and (c) Notwithstanding the foregoing, the restrictions under this Section 4.9 of this Appendix shall not apply to (i) any transfers or issuances with respect to the equity interest in Valuetrue Investments Limited; and (ii) any transfers or issuances Issuances to the parents, children or spouse of any Founder and/or any shareholder of an Existing Shareholder occurring after the date hereof with respect to the equity interest in any Existing Shareholder which do not exceed 20% of the capital of such Existing Shareholder at any time in the aggregate; provided that each Founder shall, and shall use his best efforts to cause each other shareholder of an Existing Shareholder to, promptly notify the Company and each holder of Preferred Shareholder of Shares or any transfer of equity interests pursuant to Section 4.9 of this Section 4.9Appendix.

Appears in 1 contract

Samples: Share Purchase Agreement (Le Gaga Holdings LTD)

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Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of holders of at least a majority of the Preferred Shares: (a) Each of the Founders shall not, and shall use his best efforts to cause any shareholder of any Existing Shareholder not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest or equity securities or any economic interest deriving therefrom, held, directly or indirectly, by such Founder and/or shareholder in such Existing Shareholder to any person or entity other than one that is solely owned by such Founder and/or shareholder; (b) Each Existing Shareholder shall not, and each of the Founders shall use his best efforts to cause such Existing Shareholder not to, issue to any person any equity securities of such Existing Shareholder or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Existing Shareholder; and (c) Notwithstanding the foregoingabove, the restrictions under this Section 4.9 shall not apply to (i) any transfers or issuances with respect to the equity interest in Valuetrue Investments Limited; and (ii) any transfers or issuances to the parents, children or spouse of any Founder and/or any shareholder of an Existing Shareholder occurring after the date hereof with respect to the equity interest in any Existing Shareholder which do not exceed twenty percent (20% %) of the capital of such Existing Shareholder at any time in the aggregate; provided that each Founder shall, and shall use his best efforts to cause each other shareholder of an Existing Shareholder to, promptly notify the Company and each Preferred Shareholder of any transfer of equity interests pursuant to this Section 4.9.

Appears in 1 contract

Samples: Series A1 Preferred Share Purchase Agreement (Le Gaga Holdings LTD)

Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written approval of holders of at least a majority of the Preferred Shares: (a) Each of the Founders shall not, and shall use his best efforts to cause any shareholder of any Existing Shareholder not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest or equity securities or any economic interest deriving therefrom, held, directly or indirectly, by such Founder and/or shareholder in such Existing Shareholder to any person or entity other than one that is solely owned by such Founder and/or shareholder;. (b) Each Existing Shareholder shall not, and each of the Founders shall use his best efforts to cause such Existing Shareholder not to, to issue to any person any equity securities of such Existing Shareholder or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of such Existing Shareholder; and (c) Notwithstanding the foregoing, the restrictions under this Section 4.9 of this Appendix shall not apply to (i) any transfers transfer or issuances with respect to the equity interest in Valuetrue Investments Limited; and (ii) any transfers or issuances to the parents, children or spouse of any Founder and/or any shareholder of an Existing Shareholder occurring after the date hereof of the Shareholders Agreement with respect to the equity interest in any Existing Shareholder which do not exceed 20% of the capital of such Existing Shareholder at any time in the aggregate; provided that each Founder shall, and shall use his best efforts to cause each other shareholder of an Existing Shareholder to, promptly notify the Company and each holder of Preferred Shareholder of Shares or any transfer of equity interests pursuant to Section 4.9 of this Section 4.9Appendix.

Appears in 1 contract

Samples: Share Subscription Agreement (Le Gaga Holdings LTD)

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