RESTRICTIONS AGAINST TRANSFER. During the term of this Undertaking, the TPG Entities shall not assign, transfer, sell or otherwise dispose of, directly or indirectly, any TPG Shares, other than pursuant to or in connection with a transaction or series of related transactions in which the holders of all outstanding shares of the Class B Common are entitled to participate with respect to all shares of Class B Common in such transaction or series of related transactions and the holders of greater than fifty percent (50%) of the Company's Class B Common then outstanding either (i) vote their shares of Class B Common in favor of such transaction or series of related transactions or (ii) tender their shares of Class B Common for sale in such transaction or series of related transactions; provided, however, that nothing herein shall be deemed to require that the form or amount of consideration payable for the shares of Class B Common be the same as the form or amount of consideration payable to the TPG Entities for the TPG Shares. For purposes of determining whether the holders of greater than fifty percent (50%) of the outstanding Class B Common have voted in favor of the transaction or series of related transactions or tender their shares in such transaction or series of related transactions, if the ATSB consents in writing to the transaction or series of related transactions, the actual number of outstanding shares of Class B Common shall be deemed to be outstanding, and if the ATSB does not consent in writing to the transaction or series of related transactions, the number of outstanding shares deemed to be outstanding shall equal the sum of the actual number of shares outstanding plus the number of shares issuable upon exercise of the Warrant. The closing of any transaction or series of related transactions shall be simultaneous for the TPG Shares and any shares of Class B Common. The TPG Entities agree that the Company may instruct its transfer agent to impose transfer restrictions on the TPG Shares to enforce the provisions of this Agreement.
RESTRICTIONS AGAINST TRANSFER. You agree that you will not transfer, assign, hypothecate, or in any way dispose of any of the Shares, or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise (collectively, the “Transfer Restrictions”), until the end of the following dates:
(i) The Transfer Restrictions imposed on the first tranche of 200,000 Shares shall lapse on the date that is the latter of the one (1) year anniversary of the date on which Company’s pending underwritten public offering of its common stock closes or September 30, 2018; and
(ii) The Transfer Restrictions imposed on the second tranche of 200,000 Shares shall lapse on the second anniversary of the Effective Date.
(iii) In addition to the foregoing, you agree to be bound by any Transfer Restriction or any lock-up agreements required by the underwriters of Company’s underwritten public offering of its common stock, and, the Stock Grant shall, in all respects, be subject to the foregoing.
RESTRICTIONS AGAINST TRANSFER. All Purchased Shares initially shall be Restricted Shares and shall be subject to a right of repurchase by the Company. The Stockholder shall not transfer, assign, encumber or otherwise dispose of any Restricted Shares, nor any of the Purchased Shares which have been held for less than one year from the Effective Date, except as provided in the following sentence. The Stockholder may transfer Restricted Shares, and/or any Purchased Shares which have been held for less than one year from the Effective Date, (i) by beneficiary designation, will or intestate succession or (ii) to the Purchaser’s spouse, children or grandchildren or to a trust established by the Stockholder for the benefit of the Stockholder or the Stockholder’s spouse, children or grandchildren, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement, including without limitation this Section 2.
RESTRICTIONS AGAINST TRANSFER. Member Builder shall not grant, bargain, convey, sell, pledge, assign, hypothecate or otherwise encumber or dispose of the Share hereunder issued unless such sale, pledge, assignment, hypothecation, encumbrance or other legal or equitable transfer: (i) is to a permitted transferee under LRRA; (ii) is to a permitted transferee under the provisions of the District of Columbia Business Corporations Act, the Articles of Incorporation and Bylaws of the Company, this or any other Subscription Agreement made or entered into in respect of this or any of the Shares of Class “B” Common Stock, and any other restriction imposed upon same at any time to the Company; and (iii) has been previously approved in writing by the board of directors of the Company. The Company will establish transfer and redemption procedures for the Share for the purpose of preserving the Company’s status as a risk retention group, which procedures may be changed from time to time by the Company and Member Builder shall comply with and abide with said procedures.
RESTRICTIONS AGAINST TRANSFER. Except as otherwise provided in this Agreement, a Shareholder shall not transfer, assign, pledge, hypothecate or in any way alienate any Shares, or any interest therein, whether voluntarily or by operation of law, or by gift or otherwise, without (a) the prior unanimous written consent of APS, Xxxxxxxx and Trevey or (b) in the case of a pledge or hypothecation, the written acknowledgment of the lender, in form and substance reasonably acceptable to APS, Xxxxxxxx and Xxxxxx, that the lender will hold such Shares (or interest therein) subject to all of the terms and provisions of this Agreement, and will not foreclose upon or otherwise transfer any such Shares, or interest therein, without complying with the provisions hereof, including those relating to options to purchase the Shares by the other parties hereto. Any purported transfer in violation of any provision of this Agreement shall be void and ineffectual, shall not operate to transfer any interest or title to the purported transferee and shall give the Corporation and the other Shareholders options to purchase such Shares in the manner and on the conditions hereinafter provided.
RESTRICTIONS AGAINST TRANSFER. In addition to any restrictions on transfer prescribed by state or federal law, the Merger Shares shall be subject to the following restrictions on transfer:
(a) Neither the Merger Shares, nor any right or interest therein, shall be sold, transferred, assigned, or otherwise disposed of, whether voluntarily or by operation of law, by the holder thereof before the expiration of eighteen (18) months from the Effective Time of the Merger (in the case of the Initial Shares) or the release of such shares from escrow pursuant to the Escrow Agreement (in the case of the Escrow Shares)(the "Lock-Up Period").
(b) Following the expiration of the Lock-Up Period, no holder of Merger Shares shall, during any thirty (30) day period, sell, transfer, assign or otherwise dispose of more than ten percent (10%) of the sum of the total number of Initial Shares issued to such holder and the total number of Escrow Shares that have been released to such holder from escrow pursuant to this Agreement and the Escrow Agreement. The sale of Merger Shares by one holder of Merger Shares shall not prohibit the sale of Merger Shares by another holder of Merger Shares during the same thirty (30) day period.
RESTRICTIONS AGAINST TRANSFER. Subject to Section 11.2, no Member shall sell, assign, convey, or otherwise transfer all or any part of its interest in the Company or any legal or beneficial right therein, whether voluntarily, by operation of law, by gift, or otherwise (collectively, "TRANSFER"), without the prior written approval of all other Members, which consent shall not be unreasonably withheld. in addition, subject to the exceptions described herein, a Transfer shall be deemed to have occurred if with respect to any Member or any permitted transferee of an interest in the Company or any entity which directly or indirectly controls such a Member or permitted transferee (collectively a "TRANSFEROR"): (i) there shall be consummated any consolidation or merger of such Transferor with another corporation or entity and as a result of such consolidation or merger less than 50 percent of the outstanding voting securities of the surviving or resulting corporation or entity shall be owned in the aggregate by the stockholders of the Transferor as the same shall have existed immediately prior to such consolidation or merger; (ii) any sale, lease, exchange, or other transfer (in one transaction or in a series of related transactions) of all or substantially all of the assets of the Transferor; (iii) the liquidation or dissolution of the transferor; or (iv) any "person" (as such term is defined in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of 35% percent or more of the Transferor's outstanding common stock. Notwithstanding the foregoing: (i) a Member may Transfer its interest in the Company to any affiliate of such Member; and (ii) there shall be no restriction on the Transfer nor shall there be deemed a Transfer in connection with the sale, assignment, conveyance or other transfer of stock in KVI unless the sale or other transfer of stock in KVI results in KVI being controlled directly or indirectly or under common control with or by a person or entity which is directly or indirectly meaningfully engaged in the waste management business at the time of the change of control in which case the provisions of 11.3 shall be applicable. Any purported Transfer in violation of the provision of this Agreement shall be void and ineffectual, shall not operate to convey any right, title, or interest in or to the purported transferee, and shall give the other Member a right to purchase the Co...
RESTRICTIONS AGAINST TRANSFER. Neither Party shall sell, assign, transfer, or otherwise alienate or dispose of this License Agreement or the privileges hereby granted, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.
RESTRICTIONS AGAINST TRANSFER. Subject to Section 4 hereof, until April 1, 2005, RSA shall not, directly or indirectly, offer, sell, assign, transfer, offer to sell, assign or transfer, contract to sell, assign or transfer, pledge or otherwise encumber, grant any option, right or warrant to purchase, grant any rights with respect to, including, but not limited to, the right to vote, grant any interest in or otherwise dispose of, or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) or in any other way reduce RSA's risk of ownership or investment in any of the Undertaking Securities (any of the foregoing hereinafter referred to as a "Transfer"), other than pursuant to or in connection with a transaction or a series of related transactions (an "Approved Transaction") in which the holders of all outstanding shares of Class A Common (including any shares of Class A Common issuable upon exercise of the outstanding Class A-1 Warrants of the Company) are offered the opportunity to participate with respect to all of their shares of Class A Common in such transaction or series of related transactions and the holders (excluding, however, RSA and its affiliates) of greater than sixty-six and two-thirds percent (66⅔%) of the Company's Class A Common (including any shares of Class A Common issuable upon exercise of the outstanding Class A-1 Warrants of the Company) then outstanding (excluding, however, shares held by RSA and its affiliates) have either (a) voted in favor of such transaction or series of related transactions or (b) tendered their shares of Class A Common for sale in such transaction or series of related transactions. The closing of any transaction or series of related transactions shall be simultaneous for the Undertaking Securities and any shares of Class A Common. RSA agrees that the Company may instruct its transfer agent to impose Transfer restrictions on the Undertaking Securities to enforce the provisions of this Undertaking.
RESTRICTIONS AGAINST TRANSFER. Assignee agrees that it will not under any circumstances transfer, assign, pledge, hypothecate, encumber or in any way alienate any of the Partnership Interests, or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise, except pursuant to the provisions of this Agreement.