Restrictions on Shareholders. No Shareholder may, without the prior written consent of the other Shareholder:
Restrictions on Shareholders. Shareholders shall not Transfer any Shares to any person except as expressly permitted herein. No Transfer permitted by this Agreement shall be effective to vest any right, title or ownership of Shares unless (i) the board of directors of CHC approves the Transfer, having knowledge of the prospective transferee and (ii) the proposed transferee agrees to become bound by the terms of this Agreement by signing a counterpart hereof and delivering the same to the board of directors of CHC. For purposes of this Agreement, "person" means any individual, partnership, corporation, association, trust, estate, government or other entity.
Restrictions on Shareholders. Inter Scan hereby agrees, on its own behalf and on behalf of each of its affiliates, that at no time prior to the Termination Date will that Shareholder or any such affiliate directly or indirectly: (a) make, or in any way participate, directly or indirectly, in any solicitation of proxies or votes or written consents with respect to the election of Directors of API or any other matter submitted to a vote or the written consent of API's shareholders; (b) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities of API or any subsidiary thereof, or of any successor to or person in control of API, or any assets of API or any subsidiary or division thereof or of any such successor or controlling person, except that during each 12-month period after the date of this Agreement Shareholders may acquire in the aggregate through open market or privately negotiated purchases up to 2% of API's then outstanding Common Stock; provided, however, that at no time prior to the Termination Date may the Shareholders or any of their affiliates, individually, jointly or in the aggregate, own directly or indirectly, of record or beneficially, more than 25% of API's then outstanding Common Stock unless specifically authorized in writing to do so by API; (c) make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies" (as such terms are used in the rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting, of any voting securities of API; (d) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction (including but not limited to any tender or exchange offer, merger, recapitalization or other business combination) involving API or its securities or assets; (e) submit any shareholder proposal to API; or (f) form, join or in any way participate in a "group" as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with any of the foregoing. 3 56 Each Shareholder shall promptly advise API of any inquiry or proposal made to it or any of its affiliates with respect to any of the foregoing. 8.
Restrictions on Shareholders. No Shareholder shall sell, assign, transfer, give, bequeath, devise, donate or otherwise dispose of, or pledge, deposit or otherwise encumber (each a "Transfer"), in any way or manner whatsoever, whether voluntary or involuntary, any of the Shares now or hereafter owned (of record or beneficially) by him except as expressly provided in this Agreement and in accordance with its terms and conditions. Any purported Transfer made in violation of this Agreement shall be null and void and of no force or effect and the purported transferee shall not be entitled to any rights as a holder of shares in respect of or in connection with the shares purportedly the subject of the Transfer.
Restrictions on Shareholders. No Shareholder shall sell, assign, transfer, give, bequeath, devise, donate or otherwise dispose of, or pledge, deposit or otherwise encumber ("Transfer"), in any way or manner whatsoever, whether voluntary or involuntary, any of the Shares now or hereafter owned (of record or beneficially) by him or her except as expressly provided in this Agreement and in accordance with its terms and conditions or, subject to subparagraph 2(d) hereof, in connection with a sale of Company stock pursuant to a registration statement filed under federal securities laws (a "Public Offering"). (b)
Restrictions on Shareholders. Without the prior written consent of the other Shareholder, during the term of this Agreement and for a period of three (3) years after the termination of this Agreement, no Shareholder shall, and each Shareholder shall cause its Affiliates not to, directly or indirectly, employ, solicit for employment, or otherwise assist in the solicitation or employment, of any employee or identified prospective employee of Comworxx.
Restrictions on Shareholders. 24.1 For and during the term of this Agreement and unless authorized otherwise by the Board, the Shareholders and the Designated Representatives of the Corporate Shareholders, shall devote their best efforts in promoting the success of the Corporation and shall maintain the Corporation as a profitable enterprise to the best of their ability. However, notwithstanding the foregoing, the Shareholders acknowledge and agree that they are entitled to engage in other business ventures similar to the business of the Corporation provided always that such other similar business ventures are either: (i) not in direct competition with any business venture or project of the Corporation, or (ii) authorized by the Board.
Restrictions on Shareholders. No Shareholder shall sell, assign, transfer, give, bequeath, devise, donate or otherwise dispose of, or pledge, deposit or otherwise encumber, in any way or manner whatsoever, whether voluntary or involuntary any of the Shares now or hereafter owned beneficially by such Shareholder except as expressly provided for in this Agreement and in accordance with its terms and conditions. Notwithstanding the foregoing sentence, provided that each transferee hereunder shall execute the appropriate documentation as set forth in Paragraph 11 of this Agreement, the following transfers are permitted:
Restrictions on Shareholders. No Transfer permitted by this Agreement shall be effective to vest any right, title or ownership of Shares unless (i) the board of directors of CSC approves the Transfer, having knowledge of the prospective transferee and (ii) the proposed transferee agrees to become bound by the terms of this Agreement by signing a counterpart hereof and delivering the same to the board of directors of CSC. For purposes of this Agreement, "person~ means any individual, partnership, corporation, association, trust, estate, government or other entity.
Restrictions on Shareholders. No Shareholder shall Transfer any Shares now or hereafter owned (of record or beneficially) by such Shareholder unless such Shareholder has complied with the terms and conditions of this Agreement.
