Restrictions on Transfer of Securities. The Securities are not transferable except upon the conditions specified in this Article VII, which conditions are intended to ensure compliance with the provisions of the Securities Act and state securities laws in respect of the transfer of any of such securities. Each instrument representing the Securities shall be stamped or otherwise imprinted with legends substantially in the following form until such time as the conditions set forth in such legends have been met: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER STATE LAW." The Corporation shall be entitled to enter stop transfer notices on its stock books with respect to the Securities until the conditions as set forth in the legend above with respect to the transfer of such securities have been met.
Restrictions on Transfer of Securities. (a) Transfer of Securities Other than Executive Securities. No holder of any Securities (other than THL and CIVC) may sell, transfer, assign, pledge, be redeemed, have repurchased, or otherwise dispose of (a "Transfer") any interest in any Stockholder Shares or Partnership Securities (other than the Transfer of Executive Securities pursuant to the Executive Agreements) without the prior written consent of THL (which consent will not be unreasonably withheld), except pursuant to (i) the provisions of this paragraph 2, (ii) pursuant to a Public Sale or (iii) pursuant to a Sale of the Company or Sale of the Partnership, as applicable (with it being understood that any such Transfer for which the consent of THL has been obtained shall nonetheless be subject to the restrictions on Transfer set forth in this paragraph 2). Transfers (other than pledges) by THL and CIVC are subject to paragraph 2(c) hereof. Pledges of Securities by THL and the exercise of rights and remedies with respect thereto (including, without limitation, the foreclosure or realization upon, or sale or other disposition of, such Securities in respect of such pledge or in lieu thereof), shall not be restricted by the provisions of this Agreement or the Partnership Agreement, and, without limiting the generality of the foregoing, shall not be subject to paragraph 2(c) hereof. The Company hereby irrevocably consents to the admission as a Substitute Limited Partner (as defined in the Partnership Agreement) of any successor to THL as the owner of any Securities pursuant to the exercise of any rights and remedies with respect to such pledge pursuant to Section 11.1 of the Partnership Agreement (subject to the requirements of Section 11.4 of the Partnership Agreement and to the immediately following sentence of this paragraph 2(a)). Neither THL nor CIVC will sell, transfer or otherwise convey any Securities to any person who directly or indirectly owns (beneficially or otherwise) more than 5% of any class of securities of any entity engaged in the yellow pages business without the prior written consent of the other party other than pursuant to a Sale of the Company or a Sale of the Partnership.
Restrictions on Transfer of Securities. 1.1. Restrictions on Transfers of Securities 1.2. Legend 1.3. Notation
Restrictions on Transfer of Securities. Prior to the completion of the Company's first Public Offering, no holder of Marathon Securities, Xxxxxxx Family Securities or Employee Securities may Transfer any Marathon Securities, Xxxxxxx Family Securities or Employee Securities, as the case may be, except in an Exempt Transfer or otherwise provided by this Agreement.
Restrictions on Transfer of Securities. Without the consent of the Vestar Majority Holders (which consent may be given or withheld in their sole and absolute discretion), no holder of Pro-Fac Securities or Employee Securities may Transfer any Pro-Fac Securities or Employee Securities, as the case may be, except in an Exempt Transfer or as otherwise provided by this Agreement.
Restrictions on Transfer of Securities. I understand that (i) there may be no market for the Common Stocks, (ii) the purchase of the Common Stocks is a long- term investment, (iii) the transferability of the Common Stocks is restricted, (iv) the Common Stocks may be sold by me only pursuant to registration under the Securities Act and State Laws, or an opinion of counsel that such registration is not required, and (v) the Company does not have any obligation to register the Common Stocks.
Restrictions on Transfer of Securities. I understand that (i) there may be no market for the Promissory Notes, (ii) the purchase of the Promissory Notes is a long- term investment, (iii) the transferability of the Promissory Notes is restricted, (iv) the Promissory Notes may be sold by me only pursuant to registration under the Securities Act and State Laws, or an opinion of counsel that such registration is not required, and (v) the Company does not have any obligation to register the Promissory Notes.
Restrictions on Transfer of Securities. The undersigned (and each of the undersigned if more than one) hereby makes the following further agreements, representations and warranties regarding the restrictions on the transferability of the Securities:
4.1 I agree that I will not directly or indirectly sell, assign, pledge, distribute, donate, or otherwise transfer or dispose of, or offer or agree to do any of the foregoing with respect to, any of the shares of Common Stock or shares of Common Stock received upon exercise of the Warrant (the "Conversion Shares"), or any beneficial interest in the shares of Common Stock or Conversion Shares, unless either (a) the shares of Common Stock or Conversion Shares, as applicable, are registered under and sold in accordance with the Securities Act and the rules and regulations promulgated thereunder, and are registered or qualified under and sold in accordance with the provisions of any applicable state securities or blue sky laws or (b) the Company has determined that exemptions from such registration and qualification requirements are available.
4.2 I understand and agree that a legend will be stamped on each certificate representing the Common Stock or Conversion Shares, as applicable, substantially in the following form: The Securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Corporate Securities Law of 1968, as amended, or the securities or blue sky laws of any other jurisdiction. The Securities represented hereby cannot be sold, assigned, pledged, distributed, donated or otherwise transferred or disposed of without such registration under the Securities Act and registration or qualification under applicable state securities or blue sky laws, unless the Company determines that exemptions from such registration and qualification requirements are available.
4.3 I understand and agree that the Company may issue such stop transfer instructions to its transfer agents, if any, as it may deem necessary to enforce the above transfer restrictions.
Restrictions on Transfer of Securities. (a) Prior to the Cap Reduction Date, Xxxx X. Xxxxxx shall not Transfer any Casden 18-Month Securities and the Blackacre Entity shall not Transfer any Blackacre 18-Month Securities.
(b) Prior to the second anniversary of the Closing Date, Casden shall not Transfer any Casden 24-Month Securities and the Blackacre Entity shall not Transfer any Blackacre 24-Month Securities.
(c) In the event that on the Cap Reduction Date, any claim for indemnification by an AIMCO Indemnitee has been made pursuant to this Agreement which has not yet been finally resolved and paid, the restrictions on Transfers set forth in Section 9(a) and Section 9(b) shall be extended until each such claim is fully resolved and paid, but only with respect to AIMCO Securities with a Value equal to the amount of such outstanding claims and, in respect of each Casden Indemnitor, only to the extent of its pro rata amount of such claims as specified in Schedule A hereto. In the event that on the second anniversary of the Closing Date, any claim for indemnification by an AIMCO Indemnitee has been made pursuant to this Agreement which has not yet been finally resolved and paid, the restrictions on Transfers set forth in Sections 9(a) and (b) shall be extended until each such claim is fully resolved and paid, but only with respect to AIMCO Securities with a Value equal to the aggregate asserted value of all such outstanding claims and, in respect of each Casden Indemnitor, only to the extent of its pro-rata amount of such claims as specified in Schedule A hereto.
(d) Notwithstanding the transfer restrictions set forth in Sections 9(a), (b) and (c), Xxxx X. Xxxxxx may Transfer AIMCO Securities to any Casden Permitted Transferee and the Blackacre Entity may Transfer AIMCO Securities to any Blackacre Permitted Transferee; and Xxxx X. Xxxxxx and the Blackacre Entity may enter into hedge transactions so long as the third party(ies) to any such transaction (the "Hedgee") acknowledges AIMCO's rights to the AIMCO Securities pursuant to this Agreement in form and in substance reasonably satisfactory to AIMCO to such effect. Each party will use their respective reasonable best efforts to consummate any such hedging transaction, including executing such further documents and instruments and taking such further actions as reasonably requested by another party, and to obtain such acknowledgement from any such Hedgee (or otherwise structure such transaction in a manner reasonably satisfactory to AIMCO).
(e) Notwi...
Restrictions on Transfer of Securities. Coleman Parent hereby agrees not to, directly or indirectly, for a period of three (3) years from the date hereof, Transfer (as such term is defined in Section 7.1 of the Holdings Merger Agreement) (A) any shares of Sunbeam Common Stock received pursuant to the terms of the Holdings Merger Agreement or (B) any of the Warrants or the Warrant Shares (as defined in the Warrant Agreement), in either case in whole or in part, other than to one of its Affiliates (as such term is defined in the Holdings Merger Agreement) who agrees in writing to be bound by the terms of this Section 4, except that (A) the holder or holders of such shares of Sunbeam Common Stock may at any time or from time to time Transfer so many of such shares of Sunbeam Common Stock as represent in the aggregate seventy-five percent (75%) of such shares of Sunbeam Common Stock, and (B) the holder or holders of the Warrants or the Warrant Shares may at any time or from time to time Transfer so many of the Warrants or the Warrant Shares as represent in the aggregate fifty (50%) of the Warrant Shares Amount (as defined in the Warrant Agreement). The provisions of this Section 4 shall not be applicable, and Coleman Parent shall be free to Transfer any and all shares of Sunbeam Common Stock, Warrants and Warrant Shares, (i) following any change of control of Sunbeam or (ii) in connection with any transaction in which the holders of all of the outstanding shares of Sunbeam Common Stock have the opportunity to Transfer at least 50% of their shares of Sunbeam Common Stock on the same terms. The provisions of this Section 4 shall supersede any and all other restrictions on Transfer that Coleman Parent or any of its Affiliates may have agreed to with Sunbeam or any of its Affiliates.