Restrictions on Transfer and Conversion a. The Stockholder hereby covenants and agrees that the Stockholder shall not, except with respect to existing pledge agreements or as otherwise consented to in writing by Parent in its sole discretion, prior to the termination of this Agreement, (i) either directly or indirectly, offer or otherwise sell, assign, pledge, hypothecate, transfer, exchange, tender, dispose or grant an option to dispose of any Voting Agreement Shares or any interest therein, or agree to do any of the foregoing, or (ii) take any action which would have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement.
b. No violation of the foregoing provisions of this Section 1 shall operate to terminate this Agreement.
Restrictions on Transfer and Conversion. (a) The Company and the Executive acknowledge and agree that the Restricted Shares are subject to and restricted by the Shareholders’ Agreement and with respect to such Restricted Shares, the Executive shall be an “Investor” and a “Management Shareholder” as such terms are used in the Shareholders Agreement.
(b) No unvested Restricted Shares shall be transferable to any Person for any reason. Any attempt to Transfer any unvested Restricted Shares shall be null and void and have no force or effect, and the Company shall not, and shall cause any transfer agent not to, give any effect in such entity’s share records to such attempted Transfer.
(c) Prior to any Transfer of vested Restricted Stock made in accordance with the Shareholders’ Agreement, the transferee shall agree, by execution of a Joinder Agreement, to be bound by this Agreement as holder of Restricted Shares and by the Shareholders’ Agreement as an “Investor” and a “Management Shareholder”. Any Transfer or attempted Transfer of any Restricted Shares in violation of this Section 6 or the Shareholders’ Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Restricted Shares as the owner of such stock for any purpose.
(d) All Restricted Share Dividends, all Unvested Shares Cash Dividends and all new, substituted or additional securities or other property contemplated by Section 10 below (“Additional Property”), shall be subject to the same restrictions (and the same vesting) as the Restricted Share to which such Restricted Share Dividend, Unvested Shares Cash Dividends or Additional Property relates, and will be paid to the Executive in accordance with Section 4(d).
(e) The Executive acknowledges that the transfer restrictions contained in this Agreement are reasonable and in the best interests of the Company.
Restrictions on Transfer and Conversion. (a) The Company and the Holder acknowledge and agree that the Restricted Shares are subject to and restricted by this Agreement. Once vested, the Restricted Shares shall no longer be restricted by the terms of this Agreement but shall be subject to the restrictions set forth in the Registration Rights Agreement and the Securities Act.
(b) The Restricted Shares shall only be transferable to Permitted Transferees of the Holder. Any attempt to Transfer any of the Restricted Shares to Persons other than Permitted Transferees of the Holder shall be null and void and have no force or effect, and the Company shall not, and shall cause any transfer agent not to, give any effect in such entity’s share records to such attempted Transfer.
(c) The Holder acknowledges that the transfer restrictions contained in this Agreement are reasonable and in the best interests of the Company. The Holder understands that this Agreement contains forfeiture provisions in respect of the Restricted Shares in favor of the Company or its designee upon the Holder’s termination of employment.
Restrictions on Transfer and Conversion. The Purchasers will not, prior to the earliest of (a) the first anniversary of the Closing Date, (b) the occurrence of a Change of Control (as defined in the Certificates of Designation) or (c) the breach by the Company in any material respect of any covenant or agreement contained in this Agreement or in any other Transaction Document (each of the foregoing, a "Termination Event"), sell, transfer, assign, convey, gift, mortgage, pledge, encumber, hypothecate, or otherwise dispose of, directly or indirectly, ("Transfer") any of the Preferred Shares or the Shares except for (i) Transfers between and among the Purchasers and their Affiliates provided such Transfer is done in accordance with the transfer restrictions applicable to the Preferred Shares or the Shares under federal and state securities laws and the Affiliate transferee agrees to be bound by the restrictions applicable to such Preferred Shares or the Shares, including without limitation the agreements set forth in this Section 4.15, and (ii) Transfers (w) required to comply with applicable Law, (x) pursuant to a bona fide tender or exchange offer made pursuant to a merger or other agreement approved by the Board of Directors to acquire securities of the Company, (y) following any stock merger or other business combination transaction to which the Company is a party if such stock merger or other business combination results in a Change of Control and (z) pursuant to any cash merger, or other business combination transaction to which the Company is a party or involved in which the Class A Common Stock of the Company's stockholders is exchanged for cash upon consummation of such merger or other business combination. Notwithstanding any other provision of this Section 4.15, no Purchaser shall avoid the provisions of this Section 4.15 by making one or more transfers to one or more Affiliates and then disposing of all or any portion of such Purchaser's interest in any such Affiliate. Nothing contained herein shall be deemed to limit the ability of the limited partners in the Purchasers from transferring, directly or indirectly, their limited partnership interests in the Purchasers or the general partners of the Purchasers from transferring, directly or indirectly, up to 15% of the equity interests in the Purchasers at any time or from time to time. Notwithstanding anything to the contrary contained in the Certificates of Designation, each Purchaser agrees that it may not exercise any conversion rights ...
Restrictions on Transfer and Conversion. (a) Until the close of business on the date of the Special Meeting, the Stockholder will not (i) sell, assign, transfer, pledge or otherwise dispose of any of its Shares, (ii) deposit its Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy with respect thereto, or (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer or other disposition of any EVT Common Stock.
(b) If, at the time the Merger Agreement is submitted for approval to the stockholders of EVT, the Stockholder is an "affiliate" of EVT for purposes of Rule 145 under the Securities Act of 1933, as amended, or for purposes of qualifying the Merger for pooling of interests accounting treatment under Accounting Principles Board Opinion No. 16 and applicable Securities and Exchange Commission ("SEC") rules and regulations, the Stockholder shall deliver to Guidant on or prior to the Closing Date (as defined in the Merger Agreement) a written agreement substantially in the form attached as Exhibit A to the Merger Agreement.
(c) The Stockholder agrees to tender to Ski, within 10 business days after the date hereof (or, in the event the Shares are acquired subsequent to the date hereof within 10 business days after the date of such acquisition), any and all certificates representing the Shares in order that Ski may inscribe upon such certificates the legend in accordance with Section 5.14 of the Merger Agreement, if such legend is required by law to be placed upon such certificates.
Restrictions on Transfer and Conversion. Following the death of a Founder, no Permitted Transferee, or while a Founder is Incapacitated no personal representative acting on behalf of such Founder shall:
(a) Transfer any Covered Shares to any Person other than a Founder or a Founder’s Permitted Transferees that would, following such Transfer and the conversion of the Covered Shares subject to such Transfer, beneficially own more than ten percent (10%) of the total outstanding Class A Common Stock; or
(b) effect the conversion of any Covered Share into Class A Common Stock, except in connection with a Transfer of the entire economic interest in such Covered Share to a Person that is not a Permitted Transferee.
Restrictions on Transfer and Conversion. (a) Until the close of business on the date of the Special Meeting, the Stockholder will not (i) sell, assign, transfer, pledge or otherwise dispose of any of its Shares, (ii) deposit its Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy with respect thereto, or (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer or other disposition of any Shares.
(b) If, at the time the Merger Agreement is submitted for approval to the stockholders of the Company, the Stockholder is an Affiliate (as defined in the Merger Agreement), the Stockholder shall deliver to Parent, prior to the Closing Date (as defined in the Merger Agreement) an Affiliate Letter in the form attached as Exhibit A to the Merger Agreement.
(c) The Stockholder agrees to tender to the Company, within 10 business days after the date hereof (or, in the event the Shares are acquired subsequent to the date hereof within 10 business days after the date of such acquisition), any and all certificates representing the Shares in order that Merger Sub may inscribe upon such certificates the following legend: THE SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF THE COMPANY REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SUPPORT AGREEMENT DATED AS OF AUGUST 30, 1999, AND ARE SUBJECT TO THE TERMS THEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.
Restrictions on Transfer and Conversion. (a) Until the close of business on the date of the Special Meeting, the Shareholder will not (i) sell, assign, transfer, pledge or otherwise dispose of or transfer any of its Shares, (ii) deposit its Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy with respect thereto, or (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer or other disposition of any Shares; provided, however, that the Shareholder may make bona fide gifts of Shares, and may make transfers of Shares into one or more trusts for estate or tax planning purposes, so long as the recipient of such gift, or such trust, as applicable, enters into an agreement with Parent substantially identical to this Agreement.
(b) If, at the time the Merger Agreement is submitted for approval to the shareholders of the Company, the Shareholder is an "affiliate" of the Company for purposes of Rule 145 under the Securities Act of 1933, as amended, the Shareholder shall deliver to Parent on or prior to the Closing Date (as defined in the Merger Agreement) a written agreement substantially in the form attached as Exhibit A to the Merger Agreement.
(c) The Shareholder agrees to tender to Merger Sub, within 10 business days after the date hereof (or, in the event the Shares are acquired subsequent to the date hereof within 10 business days after the date of such acquisition), any and all certificates representing the Shares in order that Merger Sub may inscribe upon such certificates a legend in accordance with subsection (d) below, provided, however, that no such legend shall be required to be inscribed if (i) the Shareholder holds all of the Shares in one brokerage account at one brokerage firm (the "Firm") and (ii) the Shareholder and the Firm acknowledge and agree in writing with the Parent that (A) the foregoing clause (i) accurately reflects the holding of all of the Shares and (B) the Shares will not be transferred, and the Shareholder and the Firm will take all actions to ensure that the Shares will not be transferred, in violation of this Agreement.
(d) The Company will inscribe upon any Certificate (as defined in the Merger Agreement) representing the Shares tendered by a Shareholder for such purpose the following legend: THE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF THE COMPANY REPRESENTED BY THIS CERTIFICATE ARE SUBJECT ...
Restrictions on Transfer and Conversion. 9.1 Notwithstanding any other Conditions contained in this Instrument, unless otherwise agreed by the Company, prior to the Macau Property Completion Date, no Noteholder shall be permitted or entitled to exercise any Conversion Right in respect of any Notes.
9.2 For the purpose of this Instrument, the “Macau Property Completion Date” means the date on which Melco Hotels and Resorts (Macau) Limited is granted a long term lease by the Macau Government in respect of the Macau Property to construct and develop an integrated entertainment resort, as contemplated by a letter dated 21st April, 2005 issued by the Macau Government inviting Melco Hotels and Resorts (Macau) Limited to apply for the grant of such a long term lease, or otherwise on terms acceptable to Melco Hotels and Resorts (Macau) Limited (acting reasonably).
Restrictions on Transfer and Conversion. (a) The Company and the Executive acknowledge and agree that the shares of Executive Stock are subject to and restricted by the Stockholders Agreement and with respect to such shares of Executive Stock, the Executive shall be an “Investor” as such term is used in the Stockholders Agreement. Notwithstanding anything to the contrary contained in the Stockholders Agreement, no shares of Executive Stock that have not vested pursuant to Section 2 hereof may be transferred to any Person and no shares of vested Class A Common Stock may be transferred to any Person who is not an Affiliate of the Executive. The shares of vested Class A Common Stock may be transferred by will or the laws of descent and distribution.
(b) Prior to any Transfer, the transferee shall agree, by execution of a Joinder Agreement, to be bound by this Agreement as holder of Executive Stock and by the Stockholders Agreement as an Investor. Any Transfer or attempted Transfer of any Executive Stock in violation of this Section 7 shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Executive Stock as the owner of such stock for any purpose.
