RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. 7.01 Except as otherwise expressly permitted in this Agreement:
(a) no Party shall, at any time during the course of this Agreement, sell, transfer or otherwise dispose of or offer to sell, transfer or otherwise dispose of any of its Ownership Interest unless that Party (the "Offeror") first offers by notice in writing (the "Offer") to the other Parties (the "Others") pro rata in accordance with their Ownership Interest the prior right to purchase, receive or otherwise acquire the same;
(b) the Offer shall set forth:
(i) the Ownership Interest offered for sale;
(ii) the consideration therefor expressed only in lawful money of Canada;
(iii) the terms and conditions of the sale; and
(iv) that the Offer is open for acceptance for a period of sixty days after receipt of such Offer by the Others;
(c) any of the Others may accept such Offer and by such acceptance specify any additional portion of the Ownership Interest offered for sale that such Party is prepared to purchase in the event that any of the Others fail to accept such Offer and, if any of the Others fail to accept such Offer, such Party (pro rata if more than one) shall be entitled to purchase such additional portion of the Ownership Interest as shall be so available;
(d) if, and to the extent the Offer is not accepted, the Offeror may sell, transfer or otherwise dispose of his remaining Ownership Interest to any other person, firm or corporation (the "Third Party") only for the consideration and upon the terms and conditions as set out in the Offer but only within the period of ninety days after the expiry of the period for acceptance by the Others and, if the Offeror does not do so, the provisions of this Section 6.0l will again become applicable to the sale, transfer or other disposition of his Ownership Interest and so on from time to time;
(e) no disposition of any Ownership Interest in the Business permitted by this Section 6.01 shall be made unless the Third Party shall have entered into an agreement with the Others by which the Third Party shall be bound by and entitled to the benefit of the provisions of this Agreement and other Others shall enter into such an agreement; and
(f) any Party who shall have disposed of all of their Ownership Interest in compliance with the provisions of this Agreement shall be entitled to the benefit of and be bound by only the rights and obligations which arose pursuant to this Agreement prior to such disposition.
7.02 Except as specifically provided herein, no...
RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. Except as otherwise expressly permitted in this Agreement:
RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. Purchaser will have no right, and agrees to take no action, to sell or otherwise transfer any Unvested Shares or Unvested Distributed Securities, and any attempted transfer of Unvested Shares or Unvested Distributed Securities, whether voluntarily, involuntarily, by operation of law or otherwise, shall constitute a breach of this Agreement by Purchaser and shall be void and of no force or effect. In addition, any Unvested Shares or Unvested Distributed Securities as to which any third party asserts ownership by way of transfer from Purchaser shall, in the hands of such third party (as successor to Purchaser), be subject to the Repurchase Obligation, so that the Company shall have the right and obligation to purchase and redeem all of such Unvested Shares and/or Unvested Distributed Securities on the same terms as are set forth in Section 3.1 with respect to Shares and/or Distributed Securities which were Unvested Shares or Unvested Distributed Securities on the date that Purchaser's employment by the Company is terminated. In addition to the Repurchase Obligation and the Repurchase Option, Purchaser hereby agrees that, if he shall make an offer to sell any Shares, or shall receive an offer to purchase any such Shares which he intends to accept, he shall give the Company notice of the intended sale (including the name of and other reasonably descriptive information about the prospective purchaser and the proposed price, terms and conditions of the proposed sale, including copies of any documents relating thereto) at least 60 days prior to the proposed closing of the sale. Upon receipt of the notice, the Company shall have a right of first refusal (the "First Refusal Right"), exercisable by notice delivered to Purchaser at any time during the 30-day period following receipt of such notice from Purchaser, to purchase and redeem the Shares subject to the proposed sale at the price (the "RFR Price") and on the terms and conditions of the proposed sale. If the Company shall fail to exercise the First Refusal Right, Purchaser will be free for a period of 90 days thereafter to sell any Vested Shares and/or Vested Distributed Securities described in the notice to the person identified in the notice (but to no other person), without further compliance with the First Refusal Right hereunder, at the RFR Price and on the terms and conditions set forth in the notice or at such other price or on such other terms and conditions no more favorable to the proposed purchaser ...
RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL a. The rights granted herein are strictly personal to Contractor. Neither this Agreement nor any of the rights granted to or obligations undertaken by Contractor hereunder may be transferred, assigned, pledged, sold, mortgaged, sublicensed or otherwise hypothecated or disposed of, either directly or indirectly, in whole or in part, by operation of law or otherwise (collectively, "transfer"), to any Person without the express prior written consent of PPI, such consent to not be unreasonably withheld as long as Xxxx Xxxxxx controls a majority of the voting equity interests in, and has managerial control of, Contractor. Any attempted transfer without such consent shall be null, void, and of no force or effect. As used herein, the term "Contractor" shall include any assignee, licensee or subcontractor of Contractor approved by PPI in writing as hereinabove provided.
RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. Tag-Along Rights; Drag-Along Rights
RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. (a) Except for transfers to a Proposed Purchaser pursuant to Section 3 or 4 hereof, and transfers pursuant to an effective registration statement under the Securities Act, each Xxxxxx Holder agrees not to Transfer any Xxxxxx Shares unless the transferee executes an agreement in form reasonably satisfactory to the KKR Investor providing that such transferee shall comply fully with the terms of this Agreement. No Transfer of Xxxxxx Shares shall be made unless the certificate (or certificates) representing shares of Xxxxxx Shares to be issued in such transfer shall bear the legend set forth below, except for transfers pursuant to an effective registration statement: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE STOCKHOLDERS' AGREEMENT DATED AS OF JANUARY 21, 1998 AMONG ACCURIDE CORPORATION (THE "COMPANY") , THE HOLDER NAMED ON THE FACE HEREOF, HUBCAP ACQUISITION LLC AND OTHERS (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR (B) IF (I) THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT OR THE RULES AND REGULATIONS IN EFFECT THEREUNDER, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF STATE SECURITIES LAWS, AND (II) IF THE HOLDER IS A CITIZEN OR RESIDENT OF ANY COUNTRY OTHER THAN THE UNITED STATES, OR THE HOLDER DESIRES TO EFFECT ANY SUCH TRANSACTION IN ANY SUCH COUNTRY, THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OR OTHER ADVICE OF COUNSEL FOR THE HOLDER THAT SUCH TRANSACTION WILL NOT VIOLATE THE LAWS OF SUCH COUNTRY."
(b) Each Xxxxxx Holder agrees that it will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of any Xxxxxx Shares (any such act, except if effected pursuant to Section 3 or 4 hereof, sometimes referred to herein as a "Transfer," whether voluntary or involuntary) unless su...
RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. CO-SALE RIGHTS
RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. (a) NO TRANSFER OF SHARES SUBJECT TO REPURCHASE OPTION. Purchaser shall not sell, transfer, pledge, assign or otherwise dispose of any of the Unvested Shares which are subject to the Repurchase Option.
RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. DRAG-ALONG RIGHTS; PRE-EMPTIVE RIGHTS; CONVERSION TO CORPORATION; AND LOCK- UP
RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. 13.1 No Joint Venturer shall sell, assign, transfer, or otherwise dispose of all or any part of its interest in the Joint Venture, without (a) the written consent of the other Joint Venturer, which may be withheld at its absolute discretion, or (b) as otherwise permitted by Section 13.2 hereof. As a condition precedent to any sale, assignment, transfer or other disposition of an interest in the Joint Venture pursuant to the preceding sentence or Section 13.2(a), the transferee shall execute and deliver to the Joint Venture a legally enforceable agreement expressly assuming all of the terms, conditions, covenants and agreements of this Agreement. The sale or disposition of any interest in the capital stock of a Joint Venturer by its shareholders or other equity owner(s) shall not be considered a sale or disposition of an interest in the Joint Venture for the purposes of this Agreement.
13.2 Notwithstanding the foregoing, each Joint Venturer may convey its interest in the Joint Venture to (a) a person or entity (i) that controls, is controlled by, or is under common control with, the Joint Venturer, (ii) into which or with which such Joint Venturer merges, or (iii) which acquires all or substantially all of the assets of such Joint Venturer, and (b) a parent, grandparent, child, grandchild, brother, sister, spouse or spouse of any of the foregoing or trust for the benefit of himself or any of the foregoing.
13.3 Upon the happening of any of the following events (each a "Triggering Event") with respect to a Joint Venturer (an "Affected Venturer") or with respect to an Affected Venturer's interest in the Joint Venture ("Affected Interest"), the Joint Venture and the other Joint Venturer shall have the right and option to purchase all or any portion of the Affected Venturer's interest in the Joint Venture at the price and upon the terms hereafter provided below in Section 13.6.
(a) Any involuntary transfer, sale or other disposition of all or any part of an interest of a Joint Venturer in the Joint Venture, whether by operation of law, pursuant to court order, execution of a judgment or other legal process or otherwise, and including, but not limited to, a transfer to a trustee in bankruptcy, receiver or assignee for the benefit of creditors.
(b) The filing of a voluntary petition in bankruptcy or reorganization or an adjudication as bankrupt or insolvent or the voluntary seeking, or consenting to, or acquiescing in, the appointment of any trustee, receiver, co...
