RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. 7.01 Except as otherwise expressly permitted in this Agreement:
RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. Prior to the fifth anniversary of the date hereof (the "Expiration Date"), Parent shall not directly or indirectly, by operation of law or otherwise, sell, assign, pledge, or otherwise dispose of or transfer any Option Shares, other than (a) to Company, (b) to an affiliate or subsidiary of Parent, (c) pursuant to a Permitted Offering (as defined above), (d) in "broker's transactions" or to a "market maker", as such terms are defined in Rule 144 under the Securities Act, (e) to secure loans to Parent or guarantees of loans to any affiliate of Parent, or (f) in accordance with this Section 9. At any time after the first occurrence of an Exercise Event and prior to the fifth anniversary of the date hereof, if Parent shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option Shares acquired pursuant to this Agreement, other than as permitted by clauses (a) through (e) of the preceding sentence, it shall give Company written notice of the proposed transaction, identifying the proposed transferee and setting forth the terms of the proposed transaction. Such notice shall be deemed an offer by Parent to Company to purchase all, but not less than all of the Option Shares covered by such notice, which may be accepted within five (5) business days of receipt, on the same terms and conditions and at the same price at which Parent is proposing to transfer such Option Shares to such transferee. The purchase of any such shares by Company shall be settled within five (5) business days of the date of the acceptance of the offer and the purchase price shall be paid in immediately available funds. In the event of the failure or refusal of Company to purchase all the Option Shares covered by Parent's notice, Parent may sell all, but not less than all, of such Option Shares to the proposed transferee at no less than the price specified and on terms no more favorable to the transferee than those set forth in Parent's notice to Company, provided that such sale must be completed within ninety (90) days of the receipt by Company of Parent's notice of its proposed transfer. In addition, prior to any transfer of Option Shares by Parent, other than any transfer to Company or a transfer pursuant to Section 6 hereof, Parent shall, if requested by Company, deliver to Company a written opinion of counsel reasonably satisfactory to Company to the effect that such transfer may be effected without registration under the Securities Act and any applicable state se...
RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. (a) If any Stockholder (the “Offering Stockholder”) shall at any time propose to make a Transfer of any or all of its Shares other than a Permitted Transfer, the Offering Stockholder shall first make a written offer (an “Offer”) to sell such Shares to the Company and to the other Holders on the same terms. The Offer shall state (i) the name of the proposed third-party transferee (the “Purchaser”), (ii) the number of Shares proposed to be transferred and the purchase price and payment terms for the offered Shares, and (iii) all other terms and conditions of the proposed Transfer (which shall be based upon bona fide good faith terms and conditions). The terms of the proposed Transfer shall be of a conventional nature and shall not include value for personal services or other unique consideration which would be difficult for the Company and the other Holders to duplicate. In addition, the Offer shall be made without regard to the requirement of any xxxxxxx money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the offered Shares) to be provided by the Purchaser for any deferred portion of the purchase price.
RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. Tag-Along Rights; Drag-Along Rights
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 "
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.”
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. (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. CO-SALE PROVISIONS; AND PREEMPTIVE RIGHTS
RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL. 1. Right of first refusal to be offered to company or other shareholders, setting forth investment offered for sale.
