Restrictions on Transfer of Capital Stock Clause Samples
Restrictions on Transfer of Capital Stock. (a) The Purchaser shall not transfer, sell, assign, or pledge to any Person other than a Carlyle Affiliate, or dispose of, any interest in any shares of the Series B Preferred Stock without the prior approval of the Board of Directors, in its sole discretion. The Purchaser shall not transfer, sell or assign to a Carlyle Affiliate, any interest in any shares of the Series B Preferred Stock if such Carlyle Affiliate is engaged in the Business.
(b) After the Closing Date and before the earlier to occur of April 14, 1999 and a Type B Event Date, the Purchaser shall not transfer, sell or assign to any Person any of the Series D Preferred Stock, Series B Conversion Shares or Series D Conversion Shares without the prior approval of an ordinary majority of the Board of Directors in its sole discretion, other than in the following circumstances:
(i) A transfer to a Carlyle Affiliate (provided that prior to any such transfer such Carlyle Affiliate shall have delivered to the Company its written agreement to be bound by the terms of this Section 6.14);
(ii) A transfer permitted under Rule 144 under the Securities Act;
(iii) A transfer pursuant to a registered offering under registration rights from the Company as provided in the Registration Rights Agreement; or
(iv) A transfer pursuant to a transaction available to all stockholders of the Company on the same terms as to the Purchaser, which has been approved by a majority of the Board of Directors;
(c) If a Type B Event Date occurs prior to April 14, 1999, then from the Type B Event Date until the second subsequent annual meeting of stockholders of the Company after such Type B Event Date, (A) the Purchaser shall not make a transfer of any of its Series D Preferred Stock, Series B Conversion Shares or Series D Conversion Shares in a transaction available to all holders of Common Stock on the same terms as to the Purchaser, unless such transaction has been approved either by (I) the affirmative vote of not less than 80 percent of the outstanding shares of the Company entitled to vote, or (II) at least two-thirds (2/3) of the directors of the Company (which must include either (i) the Joint Director if either (x) such Joint Director served in such position as of the Type B Event Date, or (y) such Joint Director has been approved by a majority of directors who were Common Stock Directors as of the Type B Event Date, or (ii) at least one director who was a Common Stock Director prior to the Type B Event Date, unless nei...
Restrictions on Transfer of Capital Stock. Section 3.1 BCP, PSIM. Each of BCPII, BOCP and BFIP may, subject to the last sentence of Section 3.3 hereof, Transfer all or part of its shares of Common Stock to any of such Person's Affiliates, but may not Transfer such shares to any other Person without the prior written consent of LGII, provided, that if LGII fails to comply with its obligations under Section 4.1 or Article VIII of the Put/Call Agreement (as defined below) such restriction shall lapse. Without the consent of BCP and LGII, PSIM may not transfer shares of Common Stock to any Person.
Section 3.2 LGII. LGII may, subject to the last sentence of Section 3.3 hereof, Transfer its shares of Common Stock or Preferred Stock to any Affiliate of LGII, but may not Transfer such shares to any other Person without the prior written consent of BCP, provided, that LGII may and shall effect the Transfer of such shares if so directed by BCP in accordance with Section 7.4 of the Put/Call Agreement.
Restrictions on Transfer of Capital Stock. RIGHT OF FIRST REFUSAL, CO-SALE AND RESTRICTION ON FOUNDERS' STOCK
3.1 Non-Complying Transfers Prohibited. Each Stockholder understands and agrees that such Stockholder may not sell, assign, transfer, exchange, gift, devise, pledge, hypothecate, encumber or otherwise alienate or dispose of any Shares owned by such Stockholder or any right or interest therein, whether voluntarily or involuntarily, by operation of law or otherwise, except in accordance with this Agreement. Any such purported transfer in violation of any provision of this Agreement and all actions by the purported transferor and transferee in connection therewith shall be of no force or effect. The Corporation shall not be required to recognize such purported transfer for any purpose, including, without limitation, for purposes of dividend and voting rights.
Restrictions on Transfer of Capital Stock. No Capital Stock shall be sold, assigned, bequeathed, devised, transferred or pledged, except as permitted under this Agreement.
Restrictions on Transfer of Capital Stock. Section 3.1 BCP, ▇▇▇▇. Each of BCPII, BROCP and BFIP may, subject to the last sentence of Section 3.3 hereof, Transfer all or part of its shares of Common Stock to any of such Person's Affiliates, but may not Transfer such shares to any other Person without the prior written consent of ▇▇▇▇▇▇, provided, that if ▇▇▇▇▇▇ fails to comply with its obligations under Section 4.1 or Article VIII of the Put/Call Agreement (as defined below) or has otherwise breached the Put/Call Agreement such restriction shall lapse. Without the consent of BCP and LGII, ▇▇▇▇ may not transfer shares of Common Stock to any other Person.
Restrictions on Transfer of Capital Stock of the Company held by ---------------------------------------------------------------- Executive. ---------
Restrictions on Transfer of Capital Stock. At the Closing, the ----------------------------------------- Sellers shall have caused the Shareholders' Agreement by and among the Company and the Sellers, dated September 17, 1991, as amended from time to time, to be terminated. Sellers additionally shall have caused the Company to waive the provisions of Article V of the Articles of Organization.
Restrictions on Transfer of Capital Stock