Restrictions on Share Transfer. Unless and for so long as Amalco is not a public company, no Amalco Shares may be transferred without the written consent of the directors of Amalco, which consent may be withheld at their sole discretion and without reason therefor.
Restrictions on Share Transfer. The transfer of shares of Amalco shall not be subject to any restrictions.
Restrictions on Share Transfer. The right to transfer securities (including for greater certainty shares) of Amalco, other than nonconvertible debt securities, shall be restricted and no such securities shall be transferred without the consent of either:
(a) the directors of Amalco, expressed by a resolution passed by the board of directors of Amalco at a meeting of directors or by an instrument or instruments in writing signed by a majority of the directors of Amalco; or
(b) the holder or holders of a majority of the outstanding shares of Amalco entitled to vote expressed by resolution passed at a meeting of the shareholders of Amalco or by an instrument or instruments in writing signed by the holder or holders of a majority of the outstanding shares of Amalco entitled to vote at meetings of shareholders of Amalco.
Restrictions on Share Transfer. The restrictions on share transfer shall be the same as the restrictions applicable to the transfer of shares of the Company contained in the Articles of the Company immediately prior to the Merger, if any.
Restrictions on Share Transfer. The transfer of Amalco Shares shall be subject to private company restrictions.
Restrictions on Share Transfer. The transfer of common shares of Subco 1 and Subco 2 shall not be subject to any restrictions. The transfer of Newco Shares shall be subject to restrictions on transfer.
Restrictions on Share Transfer. Each Shareholder shall retain the right to sell any of its shares in EAP, provided that the sale, assignment or other transfer or disposal of its shares in EAP (or any right or interest in any of the same), whether voluntarily or involuntarily or by operation of law, including the execution of judgment, foreclosure, bankruptcy or insolvency, shall be made in accordance with the following procedure:
(a) If a Shareholder (the "Selling Shareholder") should desire to sell, assign or otherwise transfer or dispose of all or part of its shares (or any right or interest in any of the same) ("Transfer Shares"), it shall first offer such Transfer Shares to the remaining Shareholders (the "Remaining Shareholders"), in proportion to their shareholdings, specifying their respective allotments, prices, terms and conditions.
(b) The Selling Shareholder shall offer the Transfer Shares for sale, assignment, transfer or other disposal in the following manner:
(i) The Selling Shareholder shall file a written offer, addressed to the Remaining Shareholders, with the company secretary of EAP who shall forthwith transmit such offer by personal service or internationally recognized air courier service to the Remaining Shareholders. If within ten (10) days of such filing, the company secretary fails or is unable to transmit the offer, the Selling Shareholder may transmit such offer directly to the Remaining Shareholders by personal service or internationally recognized air courier service.
(ii) The Remaining Shareholders shall have sixty (60) days from their respective receipt of the written offer (the "Offering Period") within which to irrevocably elect to accept such offer (in whole, but not part only) by giving notice to the Selling Shareholder and the Corporate Secretary of EAP. In the event not all of the Remaining Shareholders accept the offer, those Shareholders who shall have accepted the offer (the "Accepting Shareholders") must be given notice of the unaccepted allotments by the Company Secretary, and the Accepting Shareholders shall have a period of thirty (30) days from the expiration of their respective Offering Period (the "Re-Offering Period") within which to irrevocably elect to purchase the unaccepted allotments, in proportion to the shareholdings of the Accepting Shareholders prior to the Re-Offering Period.
(c) Should all of the Transfer Shares so offered or reoffered not be taken as provided under subparagraphs (a) and (b) above, the Selling Shareholder shall b...
Restrictions on Share Transfer. 4.1 The CRTC agrees that it shall not directly or indirectly:
4.1.1 sell or sell by agreement;
4.1.2 pledge, mortgage or impawn; or
4.1.3 transfer in other ways, the Trust shares or any interests therein, and shall not grant any share option of the Trust Shares for a period within 24 months from the effective date of this Agreement until the date on which the shares of CNC HK are initially traded on Stock Exchange of Hong Kong Limited (hereinafter to referred to as LOCK-UP PERIOD) unless it is performing its obligations as state shareholders in accordance with relevant laws and regulations of China.
4.2 The CRTC agrees to enter into a Lock-up Period Agreement as required by generally accepted market practice. The Lock-up Period Agreement shall include the commitment of CRTC not to transfer or instruct CNC BVI to transfer the Trust Shares for a period less than 24 months from the date on which the shares of CNC HK are initially traded on the Stock Exchange of Hong Kong Limited, unless it is performing its obligations as state shareholders in accordance with relevant laws of China.
4.3 The CRTC agrees that it will not directly or indirectly pledge, mortgage or impawn the Trust Shares or any interests thereof after the Lock-up Period unless it has obtained prior written consent from China Netcom Group.
Restrictions on Share Transfer. 4.1 The Academy of Science agrees that it shall not directly or indirectly:
4.1.1 sell or sell by agreement;
4.1.2 pledge, mortgage or impawn; or
4.1.3 transfer in other ways the Trust shares or any interests therein, and shall not grant any share option of the Trust Shares for a period within 24 months from the effective date of this Agreement until the date on which the shares of CNC HK are initially traded on Stock Exchange of Hong Kong Limited (hereinafter to referred to as LOCK-UP PERIOD) unless it is performing its obligations as state shareholders in accordance with relevant laws and regulations of China.
4.2 The Academy of Science agrees to enter into a Lock-up Period Agreement as required by generally accepted market practice. The Lock-up Period Agreement shall include the commitment of Academy of Science not to transfer or instruct CNC BVI to transfer the Trust Shares for a period less than 24 months from the date on which the shares of CNC HK are initially traded on the Stock Exchange of Hong Kong Limited, unless it is performing its obligations as state shareholders in accordance with relevant laws of China.
Restrictions on Share Transfer. 4.1 The Shanghai Alliance agrees that it shall not directly or indirectly:
4.1.1 sell or sell by agreement;
4.1.2 pledge, mortgage or impawn; or
4.1.3 transfer in other ways, the Trust shares or any interests therein, and shall not grant any share option of the Trust Shares for a period within 24 months from the effective date of this Agreement until the date on which the shares of CNC HK are initially traded on Stock Exchange of Hong Kong Limited (hereinafter to referred to as LOCK-UP PERIOD) unless it is performing its obligations as state shareholders in accordance with relevant laws and regulations of China.
4.2 The Shanghai Alliance agrees to enter into a Lock-up Period Agreement as required by generally accepted market practice. The Lock-up Period Agreement shall include the commitment of Shanghai Alliance not to transfer or instruct CNC BVI to transfer the Trust Shares for a period less than 24 months from the date on which the shares of CNC HK are initially traded on the Stock Exchange of Hong Kong Limited, unless it is performing its obligations as state shareholders in accordance with relevant laws of China.
4.3 The Shanghai Alliance agrees that it will not directly or indirectly pledge, mortgage or impawn the Trust Shares or any interests thereof after the Lock-up Period unless it has obtained prior written consent from China Netcom Group.
4.4 Without breach of Section 4.5 herein, the Shanghai Alliance commits that it will not transfer any Trust Shares to any foreign investors during and after the Lock-up Period in strict accordance with applicable Chinese laws, regulations or policies on foreign investments' access to China telecommunication industry to meet the limitations set on foreign investors by these laws, regulations or policies.
4.5 The Shanghai Alliance must obtain approvals (including but not limited to approvals on number, method and price of the shares to be transferred) from domestic regulatory authorities (including but not limited to State-owned Assets Supervision and Administration Commission of the State Council or local State-owned Assets Supervision and Administration Commissions with appropriate jurisdictions and Ministry of Commerce of the People's Republic of China) to transfer or instruct CNC BVI to transfer the Trust Shares.
4.6 The Shanghai Alliance shall entrust CNC BVI to carry out relevant legal procedures when disposing (including transferring) the Trust Shares during or after the Lock-up period.
