Common use of Restrictions on Transfers During Restricted Period Clause in Contracts

Restrictions on Transfers During Restricted Period. Prior to the 181st day following the Closing Date (the “Restricted Period”), no Stockholder (including, for the avoidance of doubt, any Permitted Transferee of a Stockholder) may transfer any DTI Securities without the prior written consent of the Company (which Company consent shall require approval by the Special Committee), except for transfers of DTI Securities: (a) in a Qualified Sale Transaction; (b) pursuant to the “tag-along” rights of such Stockholder under Section 4.4 in respect of (x) any transfer by the MD Stockholders that has been approved in advance by the SLP Stockholders or (y) a Sale Transaction that either is a Qualified Sale Transaction or has been approved by the SLP Stockholders; or (c) to a Permitted Transferee of such Stockholder (provided that, in the case of a transfer pursuant to this Section 4.2(c), the Permitted Transferee of such Stockholder shall agree to hold such DTI Securities subject to the transfer restriction in this Section 4.2 for the balance of the Restricted Period).

Appears in 2 contracts

Samples: Stockholders Agreement (Dell Technologies Inc), Stockholders Agreement (Dell Technologies Inc)

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Restrictions on Transfers During Restricted Period. Prior to the 181st day following the Closing Date (the “Restricted Period”), no Stockholder (including, for the avoidance of doubt, any Permitted Transferee of a Stockholder) may transfer any DTI Securities without the prior written consent of the Company (which Company consent shall require the approval by of the Special Committee), except for transfers of DTI Securities: (a) in a Qualified Sale Transaction; (b) pursuant to the “tag-along” rights of such Stockholder under Section 4.4 in respect of (x) any transfer by the MD Stockholders that has been approved in advance by the SLP Stockholders or (y) a Sale Transaction that either is a Qualified Sale Transaction or has been approved by the SLP Stockholders; or (c) to a Permitted Transferee of such Stockholder (provided that, in the case of a transfer pursuant to this Section 4.2(c), the Permitted Transferee of such Stockholder shall agree to hold such DTI Securities subject to the transfer restriction in this Section 4.2 for the balance of the Restricted Period).

Appears in 2 contracts

Samples: Stockholders Agreement (Dell Technologies Inc), Stockholders Agreement (Dell Technologies Inc)

Restrictions on Transfers During Restricted Period. (a) Prior to the 181st day following the Closing Date (the “Restricted Period”), no Stockholder (including, for the avoidance of doubt, any Permitted Transferee of a Stockholder) may transfer any DTI Securities without the prior written consent of the Company (which Company consent shall require approval by the Special Committee)) and, except for transfers of DTI Securities: (ai) in a Qualified Sale Transaction; (bii) pursuant to the “tag-along” rights of such Stockholder under Section 4.4 in respect of (x) any transfer by the MD Stockholders that has been approved in advance by the SLP Stockholders or (y) a Sale Transaction that either is a Qualified Sale Transaction or has been approved by the SLP Stockholders; or (ciii) to a Permitted Transferee of such Stockholder (provided that, in the case of a transfer pursuant to this Section 4.2(c4.2(a)(iii), the Permitted Transferee of such Stockholder shall agree Stockholders agrees to hold such DTI Securities subject to the transfer restriction in this Section 4.2 4.2(a) for the balance of the Restricted Period).

Appears in 1 contract

Samples: Sponsor Stockholders Agreement (Dell Technologies Inc)

Restrictions on Transfers During Restricted Period. Prior Subject to Section 4.2(c), until the 181st day following earlier of (x) October 29, 2018 and (y) the Closing Date consummation of an IPO (and subject to any applicable lock-up or no transfer period in connection with such IPO) (the “Restricted Period”), ): (i) no Stockholder (including, for the avoidance of doubt, any Permitted Transferee of a Stockholder) may transfer any DTI Securities without the prior written consent of each of the Company (which Company consent shall require approval by MD Stockholders and the Special Committee)SLP Stockholders, except for transfers of DTI Securities: (aA) in a Qualified Sale Transaction; (bB) pursuant to the “tag-along” rights of such Stockholder under Section 4.4 in respect of (x) any transfer by the MD Stockholders or the MSD Partners Stockholders that has been approved in advance by the SLP Stockholders or (y) a Sale Transaction that either is a Qualified Sale Transaction or has been approved by the SLP Stockholders; (C) pursuant to the “drag-along” rights under Section 4.5 in connection with a Qualified Sale Transaction (in each case, subject to the “tag-along” rights of the other Stockholders under Section 4.4); or (cD) to a Permitted Transferee of such Stockholder (provided that, in the case of a transfer pursuant to this Section 4.2(c), the Permitted Transferee of such Stockholder shall agree to hold such DTI Securities subject to the transfer restriction in this Section 4.2 for the balance of the Restricted Period)Stockholder.

Appears in 1 contract

Samples: Sponsor Stockholders Agreement (Dell Technologies Inc)

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Restrictions on Transfers During Restricted Period. Prior Subject to Section 4.2(c), until the 181st day following earlier of (x) October 29, 2018 and (y) the Closing Date consummation of an IPO (and subject to any applicable lock-up or no transfer period in connection with such IPO) (the “Restricted Period”), ): (i) no Stockholder (including, for the avoidance of doubt, any Permitted Transferee of a Stockholder) may transfer any DTI DHI Securities without the prior written consent of each of the Company (which Company consent shall require approval by MD Stockholders and the Special Committee)SLP Stockholders, except for transfers of DTI DHI Securities: (aA) in a Qualified Sale Transaction; (bB) pursuant to the “tag-along” rights of such Stockholder under Section 4.4 in respect of (x) any transfer by the MD Stockholders or the MSD Partners Stockholders that has been approved in advance by the SLP Stockholders or (y) a Sale Transaction that either is a Qualified Sale Transaction or has been approved by the SLP Stockholders; (C) pursuant to the “drag-along” rights under Section 4.5 in connection with a Qualified Sale Transaction (in each case, subject to the “tag-along” rights of the other Stockholders under Section 4.4); or (cD) to a Permitted Transferee of such Stockholder (provided that, in the case of a transfer pursuant to this Section 4.2(c), the Permitted Transferee of such Stockholder shall agree to hold such DTI Securities subject to the transfer restriction in this Section 4.2 for the balance of the Restricted Period)Stockholder.

Appears in 1 contract

Samples: Sponsor Stockholders Agreement (Denali Holding Inc.)

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