Restrictions in General. The holder of the Warrants agrees that it will neither (i) transfer the Warrants prior to delivery to the Company of written notice of such transfer, nor (ii) transfer such Warrant Shares prior to delivery to the Company of written notice of such transfer, or until registration of such Warrant Shares under the Securities Act and any applicable state securities or blue sky laws has become effective.
Restrictions in General. Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant shall not be exercisable or transferable and the related Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act in respect of the exercise or transfer of this Warrant or transfer of such Warrant Shares. The registered holder of this Warrant agrees that it will not transfer this Warrant, exercise this Warrant or transfer any related Warrant Shares unless (i) the registration under the Securities Act and any applicable state securities laws of the Warrants (if Warrants are being transferred) or the Warrant Shares (if Warrants are being exercised or Warrant Shares are being transferred) has become effective, or (ii) such transfer or exercise shall be exempt from the registration requirements of the Securities Act and any applicable state securities laws and, if required by the Company at the Company's expense, counsel to the Company shall deliver to the Company the opinion of counsel referred to in Section 5.B below.
Restrictions in General. Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant shall not be exercisable or transferable and the related shares of Common Stock issuable upon exercise of this Warrant (the "Warrant Shares") shall not be transferable except upon the conditions specified in this Section 2.3, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act in respect of the exercise or transfer of this Warrant or transfer of such Warrant Shares. The registered holder of this Warrant agrees that it will neither (i) transfer this Warrant prior to delivery to the Company of the opinion of counsel referred to in, and to the effect described in, clause (1) of Section 2.3(b), or until registration hereof under the Securities Act and any applicable state securities or blue sky laws, (ii) exercise this Warrant prior to delivery to the Company of the opinion of counsel referred to in, and to the effect described in, clause (1) of Section 2.3(b), or until registration of the related Warrant Shares under the Securities Act and any applicable state securities or blue sky laws have become effective, nor (iii) transfer such Warrant Shares prior to delivery to the Company of the opinion of counsel referred to in, and to the effect described in, clause (1) of Section 2.3(b), or until registration of such Warrant Shares under the Securities Act of any applicable state securities or blue sky laws have become effective.
Restrictions in General. The holder of the Warrants agrees that it will not transfer the Warrants unless registration of such Warrant Shares under the Securities Act and any applicable state securities or blue sky laws has become effective or the holder has provided to the Company an opinion of counsel acceptable to the Company that such registration is not required. Prior to any transfer (other than the grant of a security interest) as provided herein, the transferor shall provide written notice to the Company and an opinion of counsel to the effect that the proposed transfer is exempt from registration under all applicable securities laws, all in form and substance reasonably satisfactory to the Company. Any lender or lenders to which the Holder grants a security interest in the Warrants shall be entitled to exercise all remedies to which it is entitled by contract or by law, including (without limitation) transferring the Warrants into its own name or into the name of any purchaser at any sale undertaken in connection with enforcement by such lender of its remedies.
Restrictions in General. The Registered Holder of the Warrants agrees that it will neither (i) transfer the Warrants prior to delivery to the Company of the opinion of counsel referred to in, and to the effect described in, Paragraph 6B, or until registration hereof under the Securities Act and any applicable state securities or blue sky laws has become effective, nor (ii) transfer such Exercise Shares prior to delivery to the Company of the opinion of counsel referred to in, and to the effect described in, Paragraph 6B, or until registration of such Exercise Shares under the Securities Act and any applicable state securities or blue sky laws has become effective.
Restrictions in General. The holder of the Warrants agrees that it will neither (i) transfer the Warrants prior to delivery to the Company of written notice of such transfer, nor (ii) transfer such Warrant Shares prior to delivery to the Company of written notice of such transfer, or until registration of such Warrant Shares under the Securities Act and any applicable state securities or blue sky laws has become effective. Notwithstanding the foregoing, the holder of the Warrants may transfer Warrants to its employees and affiliates in one or more exempt transactions upon written notice to the Company thereof.
Restrictions in General. No Member, without the prior unanimous written consent of the Members, shall:
Restrictions in General. No Member may Transfer such Member's interest in the LLC or any part thereof, or in all or any part of the assets of the LLC, and no Member may withdraw from, resign from, retire from, abandon or otherwise terminate its status as a Member, without the prior written consent of the Manager. Notwithstanding anything to the contrary herein, no Member shall transfer its interest in the LLC to the extent that such transfer would violate the Securities Act of 1933, as amended, or any other federal or state securities or blue sky laws.
Restrictions in General. Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant shall not be exercisable or transferable except to (i) entities or persons under common control with, or who are controlled by, Holder or persons who control Holder, or (ii) with the prior written consent of the Company, which may be withheld in the Company's sole discretion. The related shares of Common Stock issuable upon exercise of this Warrant (the "Warrant Shares") shall not be transferable except upon the conditions specified in the Lock-up Agreement and Voting Agreement attached hereto as Exhibits A and B respectively, and incorporated herein by reference, and as specified in this Article 2.3, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act of 1933 as amended (the "Securities Act") in respect of the exercise or transfer of this Warrant or transfer of such Warrant Shares. The registered holder of this Warrant agrees that it will neither (i) transfer this Warrant prior to delivery to the Company of the opinion of counsel referred to in, and to the effect described in, Article 2.3(b), (ii) exercise this Warrant prior to delivery to the Company of the opinion of counsel referred to in, and to the effect described in, Article 2.3(b), or until registration of the related Warrant Shares under the Securities Act and any applicable state securities or blue sky laws have become effective, nor (iii) transfer such Warrant Shares prior to delivery to the Company of the opinion of counsel referred to in, and to the effect described in, Article 2.3.(b), or until registration of such Warrant Shares under the Securities Act and any applicable state securities or blue sky laws have become effective.
Restrictions in General. Except as otherwise permitted under the Equity Plan or this Section 8(a), neither the Partnership nor any other Member shall Transfer to any transferee all or any portion of his, her or its LLC Interest and no transferee shall be admitted as a Member to the LLC without the prior written consent of Old Mutual Intermediary as provided in Section 3(j). Old Mutual Intermediary and any of its successors and assigns, in its sole discretion, may Transfer all or any portion of its LLC Interest to any transferee (the “Old Mutual Transferee”) without any restriction or limitation. Any transferee permitted under this Section 8(a) shall not be admitted as a Member unless such transferee (i) agrees in writing to be bound by all of the provisions of this Agreement, including without limitation Section 4(d) and (ii) executes any agreements, documents or instruments specified by the Board of Managers or OM(US)H.
