Restrictions on Share Transfers. Notwithstanding Section --------------------------------------------- 4.4, the shares of the corporation are restricted shares and may not be sold, resold, assigned, pledged, gifted, or otherwise transferred (collectively "transferred") except in full compliance with federal and state securities laws, which may require registration of such stock or an exemption from registration. Shares thus may not be transferred by a shareholder unless that shareholder has first obtained written assurance from the corporation's attorney, at the expense of the shareholder, that such sale would not violate any federal or state law or regulation. After receiving such an assurance, the transferring shareholder may then freely transfer shares in a transaction in which no consideration is given or received for those shares, including without limitation transfers by bequest, by gift, in trust for estate planning purposes, and similar transfers. After receiving such an assurance in the case of a sale of the shares, if the proposed purchaser is not an existing shareholder, the selling shareholder shall deliver to the corporation and the other shareholders an offer in writing to sell all of those shares, at the price to be paid by the proposed purchaser, to the corporation and the other shareholders, in that order. The offer shall state the name of the prospective purchaser and shall include a copy of the corporation's counsel's opinion that no federal or state law or regulation would be violated by such sale to the other shareholders. The corporation shall have ten (10) days after receipt of the offer within which to accept or reject the offer, which may be accepted or rejected only as to all the shares offered. If the corporation rejects the offer, it shall immediately so notify the other shareholders in writing. The other shareholders of the corporation shall each have the right to purchase the same proportion of those offered shares as their beneficially-owned shares bear to the beneficial ownership of all issued and outstanding shares of the corporation, excluding those beneficially owned by the selling shareholder. The other shareholders shall have thirty (30) days after receipt of notice of the corporation's rejection of the selling shareholder's offer to accept or reject the offer, as to all of the shares offered, by a written notice delivered to the other shareholders including the selling shareholder. If an individual shareholder rejects the offer, the remaining sharehol...
Restrictions on Share Transfers. (A) Subject to Section 3.01(B), Garanti Shares may only be transferred (including, without limitation, pursuant to a tender offer) in accordance with the provisions of this Agreement, and, where applicable, the Articles (any such transaction being referred to as the “Sale”. The words “Sell”, “Sold” and “Selling” shall have similar meaning as the context requires).
Restrictions on Share Transfers. Each Shareholder hereby agrees not to transfer, assign or pledge, directly or indirectly, by operation of law or otherwise, any of his, her or its Shares (other than the sale of such Shares pursuant to this Agreement) during the period from the date hereof through and including the earlier of (a) the Closing and (b) date of termination of this Agreement in accordance with its terms. Any such attempted transfer, assignment or pledge during such period will not be effective and the Shareholders shall cause the Company not to record such transfer, assignment or pledge in the share and option transfer records of the Company.
Restrictions on Share Transfers. [Drafting note: If a Shareholder wishes to sell its Shares, those Shares must first be offered to the existing Shareholder(s). If the existing Shareholder(s) do not exercise their rights to purchase the Shares, the selling Shareholder can sell its Shares to a third party. This process does not apply to the transfer of Shares to Related Parties of the selling Shareholder, new trustees of a family trust of the selling Shareholder, personal representatives of the selling Shareholder or purchasers agreed by the other Shareholders. These provisions are contained in schedule 1.] Pre-emptive provision: No Shareholder will sell, transfer or otherwise dispose of the legal or beneficial ownership of any or all of its Shares (or any interest in its Shares) otherwise than in accordance with schedule 1.
Restrictions on Share Transfers. Cadila shall not Transfer any 1% Redeemable Preference Share or interest therein unless expressly permitted under this Agreement. No Shareholder shall Transfer any Common Share or interest in any Common Share unless (i) it is expressly permitted under this Agreement or (ii) the Shareholder(s) holding a majority of the Common Shares held by all non-transferring Shareholders give its or their prior written consent; provided, however, a Shareholder may Transfer Common Shares or interest in any Common Share to a person in its Group without compliance with the provisions of this Section 5.1.
Restrictions on Share Transfers. Dear Sir: Reference is made to the Bridge Loan Agreement (the “Agreement”), dated as of March 31, 2009, between ZelleRx Corporation (the “Company”) and each of the Buyers named therein. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The undersigned is a Lock Up Shareholder (as that term is defined below) of the Company. In such capacity the undersigned Lock Up Shareholder has had access to the terms of the Agreement and the other Transaction Agreements, between the Company and the Buyers.
Restrictions on Share Transfers. (a) Finansbank Shares may only be transferred in accordance with the provisions of this Agreement or the Share Purchase Agreement (in each case as well as complying, where applicable, with the Articles) (any such transaction being referred to as the “Sale” and the words “Sell”, “Sold” and “Selling” shall have similar meaning as the context requires).
Restrictions on Share Transfers. Each Seller hereby agrees not to transfer, assign or pledge, directly or indirectly, by operation of law or otherwise, any of his or her Target Company Interests (other than the sale of such Target Company Interests pursuant to this Agreement) during the period from the date hereof through and including the earlier of (a) the Closing and (b) date of termination of this Agreement in accordance with its terms. Any such attempted transfer, assignment or pledge during such period will not be effective and the Sellers shall cause the Target Company not to record such transfer, assignment or pledge in the stock and option transfer records of the Target Company.
Restrictions on Share Transfers. Shares may only be transferred in accordance with the provisions of this Agreement, and, where applicable, the Articles of Association (any Share transfer being referred to as a "Sale"). The words "
Restrictions on Share Transfers. Each Subscriber acknowledges, agrees and covenants that such Subscriber shall not transfer the Shares to any Person without the prior written consent of the Company; provided, however, that transfers of the Shares by Subscriber (i) to its Affiliates, (ii) consisting of pro rata distributions to a Subscriber’s limited partners or other holders of equity securities of a Subscriber, (iii) in connection with any pledge, encumbrance or hypothecation in connection with any financing arrangements by a Subscriber secured by the Shares, (iv) pursuant to a tender or exchange offer, merger, consolidation or recapitalization of or involving the Company or (v) after commencement of bankruptcy or other voluntary or involuntary insolvency proceedings or restructuring by or against the Company (each of (i)-(v), a “Permitted Transfer”), shall not require the prior written consent of the Company. Notwithstanding the foregoing, Permitted Transfers shall be subject to compliance with applicable federal and state securities laws as described in Section 8.b.
