RESTRICTIONS ON THE TRANSFER OF SHARES a. Except as otherwise provided in Paragraphs 3b, 3c, 3d, 4, 11, 12, 14 and 15 of this Agreement, neither the Executive nor any of his transferees (direct or indirect, including without limitation the Executive's personal or legal representatives, successors and assigns) shall or may sell, exchange, deliver, assign, bequeath or give, pledge, mortgage, hypothecate or otherwise encumber, transfer or permit to be transferred, or otherwise dispose of, any or all of the Shares, whether voluntarily, involuntarily or by operation of law (including without limitation the laws of bankruptcy, intestacy, descent and distribution and succession).
b. In the event of the Executive's death, the Shares may be transferred to the Executive's personal or legal representatives, estate or distributees of such estate, and such transfer shall be registered on the stock transfer books of the Corporation.
c. In the event that shares of the Common Stock shall be Publicly Traded, the right of the Corporation under Paragraphs 11 and 12 of this Agreement to purchase the Shares which are then owned by the Executive or any representative, successor or transferee of the Executive shall lapse but all of the other provisions of this Agreement shall continue in full force and effect. On the fourth anniversary of the date on which shares of the Common Stock are first Publicly Traded, the restrictions on the transfer of the Shares contained in Paragraphs 3a, 4, 5 and 7 of this Agreement shall lapse; provided, however, that in the event of the death of the Executive prior to the date of such fourth anniversary, all of the Shares owned by the Executive on the date of his death may be sold without any restriction imposed by this Agreement.
d. Provided that such action is not objected to by any underwriter then engaged in discussions with the Corporation regarding public offerings of the Corporation's securities and the Corporation has reasonably determined that such action will not adversely affect the market for its securities, the Corporation shall, upon the request of the Executive at the following times, permit the Executive to sell or otherwise transfer without regard to Paragraphs 3a, 4, 5 and 7 of this Agreement a portion of the Shares not to exceed the whole number of Shares equaling the following percentage of the number of Shares (adjusted for any intervening conversion, stock split, stock dividend or the like) held by the Executive on the date on which the Common Stock is first Public...
RESTRICTIONS ON THE TRANSFER OF SHARES. Clause VI of the Original Shareholders Agreement (Transfer of Shares) shall read as follows: CLAUSE VI - TRANSFER OF SHARES
RESTRICTIONS ON THE TRANSFER OF SHARES. The right to transfer shares of the Amalgamated Corporation shall be restricted in that no shares shall be transferred without either:
(a) the consent of the directors of the Amalgamated Corporation, expressed by a resolution passed by the directors or by an instrument or instruments in writing signed by a majority of the directors, which consent may be given either prior or subsequent to the time of transfer of such shares; or
(b) the consent of the holder or holders of shares of the Amalgamated Corporation to which are attached at least a majority of the votes attached to all shares of the Amalgamated Corporation for the time being outstanding carrying a voting right either under all circumstances or under circumstances that have occurred and are continuing, expressed by resolution passed by such holder or holders or by an instrument or instruments in writing signed by such holder or holders, which consent may be given either prior or subsequent to the time of transfer of such shares. Notwithstanding the previous paragraph, a holder may transfer shares of the Amalgamated Corporation to a "related person" (as defined in the Business Corporations Act (Ontario)) of such holder, provided that written notice of such proposed transfer is given to the Amalgamated Corporation at least 10 days prior to the proposed transfer date and the proposed transferee agrees, in form satisfactory to the Amalgamated Corporation, to assume all obligations of the holder under any agreements with shareholders of the Amalgamated Corporation.
RESTRICTIONS ON THE TRANSFER OF SHARES. None of the Parties may sell, transfer, assign, secure by mortgage, engage, pledge, alienate, dispose of or affect in any manner whatsoever, its share in the Joint Venture, as well as any loans granted to the Joint Venture, without the written consent of the other Parties.
RESTRICTIONS ON THE TRANSFER OF SHARES. Except as expressly permitted by this Agreement, other than in connection with a Permitted Distribution, no Stockholder shall make, or directly or indirectly permit to be made, a sale, transfer, conveyance, assignment or other disposition (a "DISPOSITION") of any Shares held by such Stockholder. For purposes of this Agreement, a "
RESTRICTIONS ON THE TRANSFER OF SHARES. GENERAL PROVISIONS 9 Each Shareholder undertakes not to Transfer its Shares, in whole or in part, unless the provisions set out in this Chapter III, its sections and sub-sections have been observed.
9.1 Notwithstanding the provisions of this Section 9, the Shareholders may create a lien on all or part of their Shares, pledging them as security for a loan or a guarantee agreement, and creating a pledge, encumbrance or lien on such Shares, provided that BSSF's tag along rights provided for in this Chapter III are maintained in or out of court, which rights shall be observed by the guaranteed party. In order to ensure such observance, Aeropar undertakes, in the event it decides to create a lien on all or part of its Shares, to include in any such guarantee agreement language to that effect.
9.2 The restrictions on the Transfer of Shares set forth in Chapter III shall not apply: (i) to any Transfer of all or part of the Shares by BSSF to any of its Affiliates, provided the assignee adheres in writing to the provisions of this Agreement as a condition precedent for implementation of the Transfer of the Shares; or (ii) to any Transfer made in a Qualified Public Offering; or (iii) to any Transfer of 1 (one) Share to an individual designated as member of the Board of Directors of the Company by any Party.
RESTRICTIONS ON THE TRANSFER OF SHARES. (a) Except as otherwise provided in Sections 3(b), 4, 5 and 9 of this Agreement, neither the Stockholders nor any of the Stockholders’ permitted transferees may Transfer any or all of the Shares.
(b) The restrictions on transfer contained in Sections 3 (a) above will not apply to any Transfer of Shares: (i) pursuant to a Public Offering, or (ii) in the case of a Person who is an individual, pursuant to applicable laws of will or by the laws of descent and distribution.
RESTRICTIONS ON THE TRANSFER OF SHARES. 4.1 Notwithstanding any provisions set forth in the Company's Articles of Organization or By-Laws, before any of the Shares may be sold, transferred, pledged or otherwise encumbered, including a transfer by operation of law (such as under the laws of intestacy or in accordance with a divorce decree), other than a transfer or pledge of Shares pursuant to Sections 10 and 11 of this Agreement, the holder of such Shares proposing such sale or transfer or his representative (the "Transferor") shall first give written notice thereof ---------- to the Company and each other Founder stating the proposed transferee, the number of Shares proposed to be transferred, the purchase price, if any, and the terms of the proposed transaction. The Company shall thereupon have the option, but not the obligation, to acquire some or all of the Shares proposed to be transferred at the Purchase Price provided in Section 6 (the "Purchase Price"). -------------- Within 30 days after the giving of such notice by the Transferor, the Company shall give written notice to the Transferor and to the other Founders stating whether or not it elects to exercise the option to purchase, the number of Shares, if any, it elects to purchase and a date and time (the "Closing Date") ------------ for consummation of the purchase no more than 90 days after the giving of such notice. Failure by the Company to give such notice within such time period shall be deemed an election by the Company not to exercise such option. The Transferor shall not be entitled to vote, either as a Stockholder or Director of the Company, in connection with the decision of the Company whether to exercise its option to purchase his Shares, provided that if his vote is required for valid corporate action he shall vote in accordance with the decision of the majority of the other Directors. If, however, the other Directors are split on whether to exercise the Company's option hereunder, the Founders may, by a vote of a majority of the Shares held by those Founders other than the Transferor, direct the Board to exercise the Company's option hereunder.
4.2 If the Company fails to exercise such option with respect to all of the Shares proposed to be transferred, each of the other Founders shall thereupon have the option, but not the obligation, to purchase for the Purchase Price that portion of all of the Shares proposed to be transferred as to which the Company has not exercised its option in proportion to their then ownership of...
RESTRICTIONS ON THE TRANSFER OF SHARES. The Partners shall not sell, transfer, assign, secure by mortgage, engage, pledge, alienate, dispose of or affect in any manner whatsoever, their share in the Joint Venture, as well as any loans granted to the Joint Venture, without the written consent of the other Partner.
RESTRICTIONS ON THE TRANSFER OF SHARES. The Shareholders may not, directly or indirectly, Transfer any Bind Shares to this Agreement or sign any agreements with respect to the Transfer of such Shares and the Company may not register any Transfers of these Shares, except if such Transfer is made in accordance with the terms and conditions set forth in this Agreement, in particular the provisions of Clauses 2.4, 7.2 and 8.
