Restrictions on Other Transfers Sample Clauses

Restrictions on Other Transfers. No Member other than a Restricted Holder, any Existing CERA Trust and any of such Restricted Holder's or such trust's Permitted Transferees who shall have become owners of LLC Units after the date hereof, and, after the earlier of the expiration of the Initial Holding Period and one year after the first Underwritten Public Offering after the date hereof, no Member, shall Transfer any LLC Units except, subject to Section 13.1(c), (i) in a Fundamental Transaction, (ii) in a Conversion Transaction, (iii) in a Public Offering, (iv) for Transfers to a Permitted Transferee or to any Member who was a Member as of the Closing Date, (v) for Transfers to the Company or any Subsidiary of the Company, (vi) subject to compliance with Sections 13.2, 13.3 and 13.4, as applicable, for Transfers to Restricted Holders or third parties for cash only in transactions which would be exempt from the registration requirements of section 5 of the Securities Act by virtue of the exemption provided by section 4(2) of the Securities Act if the transferor were the issuer of the LLC Units, provided that, for purposes of this clause (vi), the transferee is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act or (vii) following the first Underwritten Public Offering after the date hereof and subject to compliance with Section 13.2 and Rule 144 or Rule 145 (or any successor provision) under the Securities Act, if applicable, for any other Transfers to third parties. This Section 13.1(b) shall not apply to Transfers made by 58 65 MGI or CERA Inc. to the extent such Transfers are covered in Section 13.1(g).
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Restrictions on Other Transfers. 27 11.4 Right of First Refusal to Purchase Membership Interest.........................................27
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Restrictions on Other Transfers. Subject to Section 11.4, a Member or permitted transferee of a Member shall not, directly or indirectly (including a transfer of stock or other interests), sell, assign, pledge or encumber or otherwise transfer its Membership Interest to another Person, other than a Transferee Affiliate ("Assignee"), without the prior express written consent of the other Member. If the Assignee is not already a Member, it will become a Member of the respective class in the Company entitled to all the rights and benefits under this Agreement only if the non-transferring Members consent to the assignment, which consent or approval may be withheld in the absolute discretion of such Members. An Assignee who is not a Member shall only be entitled to distributions to which the assignor would be entitled.
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Restrictions on Other Transfers. Savia will not sell, dispose, or otherwise transfer, or incur any lien or other interest on, the Class C Preferred Stock, the APIC or the Dividends, other than pursuant to the Pledge Agreement.
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Restrictions on Other Transfers. With the exception of Permitted Transfers, no Member shall cause, complete, or permit a Transfer in whole or in part of its Units or Member Interest unless (a) the proposed Transfer is for a bona fide sale of Units for a lump sum cash purchase price (the “Cash Purchase Price”); (b) the Transfer is approved by the Manager and a Majority Vote of the Members other than the transferring Member; (c) the transferee is admitted as a new Member in accordance with Section 3.2 (which requires Member approval by Super Majority Vote); and (d) either the transferor or transferee pays the reasonable costs incurred by the Company to implement the Transfer. The transferring Member shall provide written notice to the Company and all Members of the proposed Transfer (the “Proposed Transfer Notice”). The Proposed Transfer Notice shall disclose full and complete information concerning the proposed Transfer, including the Cash Purchase Price and all terms and conditions of the proposed transaction. If a Transfer is approved under this Section (an “Approved Transfer”), the Transfer will be subject to the rights of first refusal and the tag along rights described in Subsections 10.3(a), 10.3(b), and 10.3(c). Any Transfer in violation of this Section will be an Unapproved Transfer for the purpose of Section 10.5. Except as provided in Subsection 10.2(a), this Section shall not apply to Lien Transfers.
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Related to Restrictions on Other Transfers

  • Restrictions on Other Agreements No Principal Stockholder shall, directly or indirectly, grant any proxy or enter into or agree to be bound by any voting trust, agreement or arrangement of any kind with respect to its shares of Common Stock if and to the extent the terms thereof conflict with the provisions of this Agreement (whether or not such proxy, voting trust, agreement or agreements are with other Principal Stockholders, holders of shares of Common Stock that are not parties to this Agreement or otherwise).

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

  • 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.

  • Restrictions on Sales Except in connection with any registration under this Section 7, no Seller shall sell any shares of Common Stock of EYEQ or securities convertible into or exercisable for Common Stock of EYEQ for twelve (12) months following the Closing. In connection with any registration under this Section 7, no Seller shall sell any shares of Common Stock of EYEQ or securities convertible into or exercisable for Common Stock of EYEQ, except pursuant to such registration, for the period following the effective date of the applicable registration statement that the managing underwriter of the offering determines is necessary to effect the offering, which period shall not exceed 360 days.

  • Restrictions on Investments The Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:

  • Restrictions on Resales The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

  • Restrictions on Resale The Awardee agrees not to sell any Shares at a time when Applicable Laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale. This restriction shall apply as long as the Awardee is a Service Provider and for such period after the Awardee's Termination of Service as the Administrator may specify.

  • 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 Holders Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date.

  • Restrictions on Securities Pledgor will not enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any securities pledged as Collateral, except as consented to in writing by Secured Party.

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