Restriction on Transfers of Shares Sample Clauses

Restriction on Transfers of Shares. Except as set out in section 8 above, Xxxxxxxxxx undertakes not to sell any of the Option Shares without the prior written consent of Symphony. For the avoidance of doubt, Xxxxxxxxxx is entitled to sell shares in the Company of Class A, however, not to the extent that its aggregate holding of shares in the Company of Class A falls below the number of Option Shares stated in the introductory paragraph (B). Further, Xxxxxxxxxx is entitled to sell all or a portion of the Option Shares on the day this Agreement ceases to apply in accordance with section 17.3 below.
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Restriction on Transfers of Shares. 2.1 Unless approved by the parties necessary to amend this Agreement and subject to Section 5, no Stockholder shall Transfer any Shares for a period of eighteen months from the date of this Agreement. Except as expressly permitted by Sections 3, 4, 5 or 6 hereof, each Stockholder agrees that it will not directly or indirectly, Transfer any Shares or any interest therein or enter into any commitment to do any of the foregoing without the prior written consent of the Company. The Company agrees not to record any Transfer of Shares unless such Transfer has been completed in compliance with the provisions set forth in this Agreement. Notwithstanding the eighteen month restriction on transfers, the parties agree that (a) a distribution or transfer of Common Stock by the Trust to the Trust Beneficiaries shall be permitted without such approval and, upon such distribution or transfer, the Trust Beneficiaries will be bound by the terms of this Agreement and will have all of the rights, benefits and obligations of this Agreement as if they had been original signatories and (b) a distribution or transfer of Common Stock by Holdings to the Members of Holdings shall be permitted without such approval provided that each of the Members of Holdings has executed a counterpart of this Agreement prior to the date of such distribution or transfer, and, upon such distribution or transfer, each Member of Holdings will be bound by the terms of this Agreement and will have all of the rights, benefits and obligations of this Agreement as if they had been original signatories. For the avoidance of doubt, the foregoing eighteen month period shall begin on the date of this Agreement for any transferee that is a Trust Beneficiary or a Member of Holdings, without reference to the ownership period of any such transferee. The Company agrees to record any transfer or distribution of Common Stock from the Trust to the Trust Beneficiaries and any transfer or distribution of Common Stock from Holdings to the Members of Holdings made in accordance with the terms of this Agreement.
Sample 1
Restriction on Transfers of Shares. Notwithstanding anything to the contrary contained herein, so long as any Loans are outstanding under the Credit Agreement, Shares may only, and are required to, be transferred in connection with any permitted transfer of the Loans then outstanding under the Credit Agreement by the holders thereof such that at all times, all holders of the Loans outstanding from time to time under the Credit Agreement shall also own the Shares in the same proportion as such Holders own the Loans then outstanding under the Credit Agreement.
Sample 1
Restriction on Transfers of Shares. During the Call Option Period, each of RRGC and Stratford shall be permitted to sell, distribute or otherwise transfer its Shares free and clear of the options rights set forth herein; provided that, notwithstanding anything to the contrary contained herein, for a period beginning on today’s date and ending at 6:00 p.m. on Xxxxx 00, 0000, Xxxxxxxxx and RRGC agree that they will not distribute their Shares and, so long as Teletouch has performed and is performing its obligations under the Registration Rights Agreement, they will not sell or otherwise dispose of their Shares. It is agreed that the Call Option and the Put Option shall only apply to the Shares then owned by RRGC and Stratford and for the purpose of determining whether any sale, distribution or other transfer of Shares by RRGC or Stratford has occurred, all sales, distribution and transfers made by Stratford or RRGC during the Option Period will be deemed to be made first from the Excluded Shares.
Sample 1
Restriction on Transfers of Shares. (a) Without the consent of GE, GICo, GAP, OH and their Affiliates and Permitted Transferees shall not, and shall cause their respective Affiliates not to, either directly or indirectly, Transfer any Common Shares (whether in one transaction or a series of transactions), if such Transfer would result in a Change of Control, unless such Transfer results in the sale of Common Shares (whether by GE’s exercise of its right of co-sale or otherwise) in an arms-length transaction satisfying the terms of clause (i) or clause (ii) hereof.
Sample 1

Related to Restriction on Transfers of Shares

  • Restrictions on Transfers of Shares Anything contained in this AGREEMENT or elsewhere to the contrary notwithstanding, the COMPANY may postpone the issuance and delivery of SHARES of the COMPANY upon any settlement of the AWARD until completion of any stock exchange listing or registration or other qualification of such SHARES under any state, federal or foreign law, rule or regulation as the COMPANY may consider appropriate; and may require PARTICIPANT in connection with the issuance of the SHARES to make such representations and furnish such information as the COMPANY may consider appropriate in connection with the issuance of the SHARES in compliance with applicable laws, rules and regulations. SHARES of the COMPANY issued and delivered upon settlement of the AWARD shall be subject to such restrictions on trading, including appropriate legending of certificates to that effect, as the COMPANY, in its discretion, shall determine are necessary to satisfy applicable laws, rules and regulations.

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • Restriction on Transfers No Partner shall Transfer or attempt to Transfer any of the Partnership Interests now owned or hereafter acquired by such Partner except to an Authorized Transferee of such Partner in accordance with this Agreement. In the event of any purported or attempted Transfer of Partnership Interests that does not comply with this Agreement, the purported transferee or successor by operation of law shall not be deemed to be a Partner of the Partnership for any purpose and shall not be entitled to any of the rights of a Partner of the Partnership, including, without limitation, the right to vote the Partnership Interests or to receive a certificate for Partnership Interests or any distributions of any kind on or with respect to Partnership Interests. Any purported or attempted Transfer of Partnership Interests made other than in accordance with the provisions of this Agreement shall be void ab initio and the last holder of record who acquired such Partnership Interests in a manner not contrary to the provisions of this Agreement shall be recognized as the holder of such Partnership Interests for all purposes and the Partnership Interests shall continue to be treated as Partnership Interests for all purposes under this Agreement, shall be deemed owned by such recognized holder for purposes of the operation of this Agreement and shall continue to be subject to the terms of this Agreement. The substitution of a trustee of a Partner shall not be prohibited by this Section 8.2, provided that the substitute trustee has executed and delivered to the Partnership a counterpart of this Agreement agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Partner in accordance with the terms of this Agreement.

  • Restrictions on Transfer of Shares No shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Optionee), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Option Agreement and, except pursuant to an Ownership Change Event, until the date on which such shares become Vested Shares, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

  • Restriction on Transfer of Warrants The Holder of a Warrant Certificate, by the Holder's acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, for a period of one (1) year from the date hereof, except to the Designees.

  • Restriction on Transfer This Warrant and the rights granted to the holder hereof are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed assignment in the form attached hereto, at the office or agency of the Company referred to in Paragraph 7(e) below, provided, however, that any transfer or assignment shall be subject to the conditions set forth in Paragraph 7(f) hereof and to the applicable provisions of the Securities Purchase Agreement. Until due presentment for registration of transfer on the books of the Company, the Company may treat the registered holder hereof as the owner and holder hereof for all purposes, and the Company shall not be affected by any notice to the contrary. Notwithstanding anything to the contrary contained herein, the registration rights described in Paragraph 8 are assignable only in accordance with the provisions of that certain Registration Rights Agreement, dated June 30, 2006, by and among the Company and the other signatories thereto (the “Registration Rights Agreement”).

  • Restrictions on Transfer of Stock The shares of Common Stock granted hereunder may not be sold, tendered, assigned, transferred, pledged or otherwise encumbered prior to the earliest of:

  • Restriction on Transfer of Voting Rights During the Voting Period, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.

  • Restrictions on Transfers (a) Except as provided in Section 4.8(e), notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed). The Partnership may issue stop transfer instructions to any Transfer Agent in order to implement any restriction on transfer contemplated by this Agreement.

  • Restriction on Transfer of Subject Securities Subject to Section 2.3, during the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

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