Restriction on Share Transfers. No holder of Ordinary Shares (other than the Investors) shall, without the prior written consent of the Investors, sell, assign, transfer, give, donate, or otherwise dispose or enter into any contract for differences, swap or other derivative transaction that changes value or determines reference by value to shares (together a “disposal”) or grant a Security Interest over any of its Shares in the Company or any portion thereof or any right or interest therein now held or hereafter acquired except in accordance with the provisions of the Articles (including, without limitation, the rights of pre-emption and first offer, and the provisions relating to tag-along, drag-along and sale of a controlling interest contained therein) or this Agreement.
Restriction on Share Transfers. Shareholder shall be prohibited from Transferring Restricted Shares until the second anniversary of the receipt of such Restricted Shares.
Restriction on Share Transfers. No Member shall without the prior written consent of the other Members of the relevant Company (such consent being valid for ***** Business Days), sell, assign, transfer, give, donate, or otherwise dispose of or grant a Security Interest over any of its Shares, Interests or Member Loans in the relevant Company or any portion thereof or any right or interest therein now held or hereafter acquired except in accordance with the provisions of this Clause 9 or Clauses 10 and 11, provided always that such transfer is permitted under the terms of the Loan Documents.
Restriction on Share Transfers. (a) Basic Prohibition; Exceptions. Except as ----------------------------- otherwise specifically provided in this Article 9, neither CTC nor X-X will sell, transfer, pledge, encumber, assign or otherwise dispose of or limit its right to vote in any manner its shares of Venture Stock (a "Transfer of Shares") other than (i) with the prior written consent of the other party, upon such terms and conditions as the other party in its reasonable discretion may impose, and only after first offering such shares to such other party in accordance with the terms of Section 9.6(a) at a price equal to the price offered by a third party (if any such party shall have made an offer) which offer shall be at a price not less than the Fair Value thereof (as determined pursuant to Section 9.5), (ii) to any Affiliate of which a majority of the voting stock is owned by the transferring party so long as such Affiliate agrees in writing to be bound by this Agreement; provided, that CTC or X-X, respectively, will not -------- permit the sale, transfer, pledge, encumbrance, assignment or other disposition of any voting securities of such Affiliate if such Affiliate shall then own any such shares, and provided -------- further that the transfer or, be its X-X or CTC, shall remain liable for all of its obligations under this Agreement, (iii) in connection with a "nominee" transfer for purposes of compliance with applicable law governing the minimum number of shareholders of the Venture, or (iv) pursuant to temporary or "bridge" financing of its purchase obligations under Article 2 hereof (any recipient of a Transfer of Shares under clauses (ii), (iii) or (iv) hereof being hereinafter referred to as a "Permitted Transferee").
Restriction on Share Transfers. 4.2.1 During the Lock-Up Period, the Shareholders irrevocably agree that they will not directly or indirectly Transfer any of the Equity Securities of the Company held by them, or enter into a transaction that would have the same effect unless such Shareholder receives the approval of all other Shareholder(s), or such Transfer is allowed under Section 4.2.2 or such Transfer is exempted under Section 4.6.
Restriction on Share Transfers. (i) any sale, assignment, conveyance, pledge, encumbrance, hypothecation, gift, distribution or other disposition or transfer of Shares or any economic benefit thereof by any Vendor to any third party shall before such transfer be offered to the Purchaser, by way of a notice in writing, in accordance with the Constitution (“Transfer Offer”). The Transfer Offer shall state the number of Shares proposed to be transferred, the identity of the third party, and the terms of the transfer (which shall be no less favourable than that offered to that third party). The Transfer Offer shall be deemed to be irrevocable.
