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. (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. (i) A Transfer that would result in a Change of Control will satisfy the requirements of this Section 3.01(a) if (A) no more than twenty percent (20%) of the then outstanding Common Shares owned by Shareholders other than GE and no more than ten percent (10%) of the then outstanding Common Shares owned by GE are exchanged for, or remain outstanding in, the surviving or continuing Person resulting from such Change of Control, and (B) all of the remaining Common Shares owned by any Shareholder are sold for cash; or (ii) All then outstanding Common Shares owned by the Shareholders are sold for cash, Marketable Securities satisfying the Liquidity Requirements or both. Any attempt to Transfer any Common Shares or any rights thereunder in violation of this Section 3.01(a) shall be null and void ab initio and the Company shall not register any such Transfer. (b) Notwithstanding anything to the contrary in this Agreement, none of GE or its Permitted Transferees shall, without the prior written consent of GICo, be entitled to Transfer any Common Shares, unless the following conditions are met: (i) If the Transfer is to occur prior to the fifth anniversary of the Effective Date, GE does not then own, or such Transfer would not cause GE to own, less than 26,745,000 Common Shares. Notwithstanding the foregoing, to the extent that GICo and its Permitted Transferees at any time and from time to time while the restrictions in clause (i) are in effect own less than 40,117,500 Common Shares (determined on a Fully Diluted basis), GE shall be permitted to Transfer any number of Common Shares so long as its remaining Ownership Percentage is equal to or greater than the same proportion of its Ownership Percentage as of the Effective Date as the Ownership Percentage of GICo at such time represents as a proportion of its Ownership Percentage as of the Effective Date (with such amounts as of the Effective Date calculated in accordance with Section 1.01(c)...
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

Related to Restriction on Transfers of Shares

  • 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 (a) There can be no valid transfer (as hereinafter defined) of any shares of stock purchased on exercise of the Option, or any interest in such shares, by any holder of such shares or interests unless such transfer is solely for cash consideration and is made in compliance with the following provisions: (1) Before there can be a valid transfer of any shares or any interest therein, the record holder of the shares to be transferred (the "Offered Shares") shall give written notice (by registered or certified mail) to the Company. Such notice shall specify the identity of the proposed transferee, the cash price offered for the Offered Shares by the proposed transferee and the other terms and conditions of the proposed transfer. The date such notice is mailed shall be hereinafter referred to as the "notice date" and the record holder of the Offered Shares shall be hereinafter referred to as the "Offeror." (2) For a period of thirty (30) calendar days after the notice date, the Company shall have the option to purchase all (but not less than all) of the Offered Shares at the purchase price and on the terms set forth in subsection (a)(3) of this Section 5.8. This option shall be exercisable by the Company by mailing (by registered or certified mail) written notice of exercise to the Offeror prior to the end of said thirty (30) days. (3) The price at which the Company may purchase the Offered Shares pursuant to the exercise of such option shall be the cash price offered for the Offered Shares by the proposed transferee (as set forth in the notice required under subsection (a)(1) of this Section 5.8). The Company's notice of exercise of such option shall be accompanied by full payment for the Offered Shares and, upon such payment by the Company, the Company shall acquire full right, title and interest to all of the Offered Shares. (4) If, and only if, the option given pursuant to subsection (a)(2) of this Section 5.8 is not exercised, the transfer proposed in the notice given pursuant to subsection (a)(1) of this Section 5.8 may take place; provided, however, that such transfer must, in all respects, be exactly as proposed in said notice except that such transfer may not take place either before the tenth (10th) calendar day after the expiration of said thirty-day option exercise period or after the ninetieth (90th) calendar day after the expiration of said thirty-day option exercise period, and if such transfer has not taken place prior to said ninetieth (90th) day, such transfer may not take place without once again complying with subsection (a) of this Section 5.8. (b) As used in this Section 5.8, the term "transfer" means any sale, encumbrance, pledge, gift or other form of disposition or transfer of shares of the Company's stock or any legal or equitable interest therein; provided, however, that the term "transfer" does not include a transfer of such shares or interests by will or by the applicable laws of descent and distribution or a gift of such shares if the donee agrees to be bound by the provisions of this Section 5.8. (c) None of the shares of the Company's stock purchased on exercise of the Option shall be transferred on the Company's books nor shall the Company recognize any such transfer of any such shares or any interest therein unless and until all applicable provisions of this Section 5.8 have been complied with in all respects. The certificates of stock evidencing shares of stock purchased on exercise of the Option shall bear an appropriate legend referring to the transfer restrictions imposed by this Section 5.8 and to the repurchase option provided for in Section 5.8.

  • 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 [the Effective Date], except to the Underwriter or 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 of even date herewith by and among the Company and the other signatories thereto (the "Registration Rights Agreement").

  • 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.

  • Restriction on Transfer, etc Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share certificates or other evidence of the escrow securities. If a Securityholder is a private company controlled by one or more principals (as defined in section 3.5 of the Policy) of the Issuer, the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure of the principals to the risks of holding escrow securities.

  • Restrictions on Transfers (a) Except as provided in Section 4.7(c) below, but 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 U.S. 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, (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed), or (iv) cause the Partnership to be subjected to the provisions of the U.S. Investment Company Act of 1940, as amended. (b) The General Partner may impose restrictions on the transfer of Partnership Interests if it receives an Opinion of Counsel that such restrictions are necessary to avoid a significant risk of (i) the Partnership becoming taxable as a corporation or otherwise becoming taxable as an entity for U.S. federal income tax purposes or (ii) the Partnership being subjected to the provisions of the U.S. Investment Company Act of 1940, as amended. The General Partner may impose such restrictions by amending this Agreement; provided however, that any amendment that would result in the delisting or suspension of trading of any class of Limited Partner Interests on the principal National Securities Exchange on which such class of Limited Partner Interests is then traded must have, prior to such amendment being effected, Special LP Approval. (c) Nothing contained in this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Partnership Interests entered into through the facilities of any National Securities Exchange on which such Partnership Interests are listed for trading. (d) Each Certificate evidencing Partnership Interests shall bear a conspicuous legend in substantially the following form or such other form as the General Partner shall determine in its sole discretion: THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF STEEL PARTNERS HOLDINGS L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF STEEL PARTNERS HOLDINGS L.P. UNDER THE LAWS OF THE STATE OF DELAWARE, C) CAUSE STEEL PARTNERS HOLDINGS L.P. 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), OR (D) CAUSE STEEL PARTNERS HOLDINGS L.P. TO BE SUBJECTED TO THE PROVISIONS OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED. STEEL PARTNERS HOLDINGS GP INC., THE GENERAL PARTNER OF STEEL PARTNERS HOLDINGS L.P., MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF STEEL PARTNERS HOLDINGS L.P. BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES OR CAUSING STEEL PARTNERS HOLDINGS L.P. TO BE SUBJECTED TO THE PROVISIONS OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS TRADED.

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

  • Restriction on Transfer of Option Unless otherwise determined by the Committee in accordance with the Plan, (a) no part of the Option shall be Transferable other than by will or by the laws of descent and distribution and (b) during the lifetime of the Participant, the Option may be exercised only by the Participant or the Participant’s guardian or legal representative. Any attempt to Transfer the Option other than in accordance with the Plan shall be void.

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