Restrictions on Transfer of Stockholder Shares. (a) First Refusal Rights. At least 20 days prior to any sale, transfer, assignment, pledge or other disposal (a "Transfer") of Stockholder Shares by any Management Stockholder other than (i) pursuant to a Public Sale, (ii) a Transfer to the Company or (iii) a Transfer pursuant to Section 3(c) or Section 4, the Management Stockholder desiring such Transfer (the "Transferor") shall deliver a written notice (the "Transfer Notice") to the Company of its desire to Transfer Stockholder Shares of such class, specifying in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of the Transfer, including the proposed price per Stockholder Share of such class (which price shall be payable solely in cash at the closing of the transaction or in installments over time). The Transferor's Transfer Notice shall constitute an irrevocable offer to sell all, but not less than all, of the Stockholder Shares subject to such Transfer Notice (the "Offered Shares") to the Company or its assigns on the basis described below, at a purchase price equal to the price contained in the Transfer Notice. The Company or its assigns may elect to purchase all, but not less than all, of the Offered Shares, upon the same terms and conditions as those set forth in the Transfer Notice (the "Right of First Refusal"), by delivering a written notice (the "Acceptance Notice") of such election to the Transferor within 10 days (the "Right of First Refusal Election Period") after the Transfer Notice has been received by the Company. The closing of the purchase of any Offered Shares pursuant to this Section 3(a) shall take place within 30 days after the date on which the Transferor receives the Acceptance Notice. Subject to the provisions of Section 3(b) below, if the Company or its assigns does not elect to purchase all of the Offered Shares, then the Transferor may transfer all, but not less than all, of the Offered Shares to the
Restrictions on Transfer of Stockholder Shares. (a) Without the prior written consent of the Company, each of the New Investors agrees not to, directly or indirectly, offer, sell, contract to sell or otherwise dispose of (or announce any offer, sale, contract of sale or other disposition)("Transfer") any shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock, including, without limitation, interests in the Partnership (all of such securities being hereinafter referred to herein as "Restricted Securities"), until December 8, 1996.
(b) The restrictions contained in this Section 9 will not apply with respect to any Transfer of the Restricted Securities to Miltxx X. Xxxxxxxx xx Gary X. Xxxxxxxx (xx to a member of the Family Group of any of them) by any New Investor or by any New Investor pursuant to applicable laws of descent and distribution or among such New Investor's Family Group or Affiliates (collectively referred to herein as "Permitted Transferees"); provided that the restrictions contained in this Section 9 shall continue to be applicable to the Restricted Securities after any such Transfer and provided further that the transferees of such Restricted Securities prior to any Transfer shall have agreed in writing to be bound by the provisions of this Agreement affecting the Restricted Securities so transferred. "Family Group" means, with respect to any New Investor, the New Investor's spouse and descendants (whether natural or adopted) and any trust for the benefit of the New Investor and/or the New Investor's spouse and/or descendants or any entity controlled (directly or indirectly) by any such person.
Restrictions on Transfer of Stockholder Shares. A Stockholder may ---------------------------------------------- freely sell, transfer, assign, pledge or otherwise dispose of any interest in any Stockholder Shares (a "Transfer") except as provided in this Section 3 and --------- the other provisions of this Agreement. For purposes of this Section 3 only "Stockholder" means any Stockholder other than Xxxx. ---------------
Restrictions on Transfer of Stockholder Shares. No Stockholder shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law, but excluding by way of merger or consolidation) (a “Transfer”) any Stockholder Shares, except pursuant to the provisions of this Section 4 or pursuant to a Public Sale. No Stockholder shall consummate any Transfer (other than a Public Sale) until [***] after the delivery to the Company and the Stockholders of such Stockholder’s Offer Notice, unless the parties to the Transfer have been finally determined pursuant to this Section 4 prior to the expiration of such [***] period (the “Election Period”).
Restrictions on Transfer of Stockholder Shares. 2.1 Transfer in Violation of this Agreement. Any Transfer or attempted Transfer of any Stockholder Shares in violation of any provision of this Agreement shall be null and void, and the Corporation shall not record such Transfer on its books or treat any purported transferee of such Stockholder Shares as the owner of such shares for any purpose.
Restrictions on Transfer of Stockholder Shares. Subject to Sections 6.2, no Stockholder shall Transfer any interest in his, her or its Stockholder Shares.
Restrictions on Transfer of Stockholder Shares by Executive ----------------------------------------------------------- Stockholders. ------------
Restrictions on Transfer of Stockholder Shares. (a) Retention of Executive Stock. No Management Investor shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in any Stockholder Shares (a "Transfer"), except (i) to the Company, (ii) pursuant to the provisions of Sections 2(b), 2(d) or 3 below, or (iii) pursuant to a Public Sale.
Restrictions on Transfer of Stockholder Shares. (a) Retention of Executive Stock. No Management Investor shall sell, ---------------------------- transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in any Stockholder Shares (a "Transfer"), except (i) to the -------- Company, (ii) pursuant to the provisions of Sections 2(b), 2(d) or 3 below, or (iii) pursuant to a Public Sale.
Restrictions on Transfer of Stockholder Shares. The restrictions set forth in this Section 1 shall apply to all Stockholder Shares until the closing of a Qualified Public Offering or an Approved Sale of the Corporation (but shall not apply to such Qualified Public Offering or Approved Sale) or the date on which such Stockholder Shares have been transferred in a Public Sale.
