Restrictions on Transfers Generally. Each Stockholder hereby agrees that such Stockholder shall not, and shall not permit any Affiliate to, directly or indirectly, transfer, sell or otherwise dispose of any shares of Equity Securities, or create, incur or assume any Encumbrance with respect to any shares of Equity Securities, other than in accordance with the terms and conditions of this Agreement.
Restrictions on Transfers Generally. Subject to the ----------------------------------- provisions of Section 3.8 hereof, each Stockholder hereby agrees that such Stockholder shall not, and shall not permit any Affiliate to, directly or indirectly, (i)transfer, sell or otherwise dispose of any shares of Capital Stock or Notes that would result in a Change of Control, except in a Qualifying Sale or a Qualifying Public Offering or (ii) transfer, sell or otherwise dispose of any shares of Capital Stock or Notes other than pursuant to Sections 3.2, 3.3, 3.4 or 3.5, provided, that Section 3.3 shall not restrict the sale of any Notes. Subject to the provisions of Section 3.8 hereof, each party hereto agrees not to pledge, mortgage, hypothecate or otherwise encumber any shares of Capital Stock.
Restrictions on Transfers Generally. Each Stockholder hereby agrees that such Stockholder shall not, and shall not permit any Affiliate to, directly or indirectly, transfer, sell or otherwise dispose of any shares of Common Stock or Equity Securities, other than (i), pursuant to an effective registration statement under the Securities Act, (ii) pursuant to the terms and conditions of Rule 144 under the Securities Act or (iii) pursuant to an exemption from registration under the Securities Act and any state securities or Blue Sky laws; PROVIDED, HOWEVER, that any transfer, sale or other disposition pursuant to clause (iii) above shall be only to a transferee who shall agree to be bound by the terms hereof and be deemed to be a Stockholder under this Agreement.
Restrictions on Transfers Generally. Each Member hereby agrees that such Member shall not, and shall not permit any of its Affiliates to, directly or indirectly, sell, transfer or otherwise dispose of all or any part of its Units except: (i) pursuant to the terms and conditions of this Article VII; (ii) pursuant to an exemption from registration under the Securities Act and any state securities or blue sky laws; (iii) if the transferee agrees in writing to be bound by the terms hereof and be deemed to be a Member under this Agreement; (iv) after the third anniversary of the date of this Agreement, provided, however, that prior thereto a Member may transfer all or any part of its Units by offering its Units to each other Member on a pro-rata basis, based on the percentage of Units owned by each Member electing to participate in the purchase of such Units; and (v) if to any Person or Affiliate of any Person that is in competition with ABT, the Company or any Affiliate of ABT or the Company, with the written consent of ABT.
Restrictions on Transfers Generally. Each Purchaser hereby ----------------------------------- agrees that it shall not, directly or indirectly, transfer, sell or otherwise dispose of, any Convertible Notes, the PIK Notes, the Warrants, the Warrant Shares or the Conversion Shares other than (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an exemption from registration under the Securities Act and any state securities or "blue sky" laws.
Restrictions on Transfers Generally. No Member shall Transfer all or any part of its Membership Interests to any Person except as specifically permitted herein or pursuant to the Golf Channel Agreement. Notwithstanding the provisions of this Article X, in no event shall a Transfer be allowed to: Park 610; or
(i) a Competitor without the prior written approval of DTVLA and
(ii) any other Person or entities that will purchase the Membership Interests for reasons other than bona fide investments, such as to gain sensitive or protected information of the Company or the Members; or
(iii) any person who is prohibited by law or regulation from being a participant in the Business.
Restrictions on Transfers Generally. (a) Each Stockholder hereby agrees that such Stockholder shall not, and shall not permit any of its Affiliates to, directly or indirectly, sell, transfer or otherwise dispose of any of its Equity Securities or Discount Debentures other than, subject to the terms and conditions of this Agreement, (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an exemption from registration under the Securities Act and any state securities or "blue sky" laws.
(b) The Managing Stockholders agree not to sell, transfer, pledge, mortgage, hypothecate, encumber or otherwise dispose of any Equity Securities or Discount Debentures so long as GEIPPPII shall own any Equity Securities or Discount Debentures, respectively. Notwithstanding the provisions of this Section 3.01(b), (i) the Managing Stockholders may (A) sell, transfer or otherwise dispose of Equity Securities or Discount Debentures in connection with any sale, transfer or other disposition by GEIPPPII in accordance with Section 3.02 and (B) sell, transfer or otherwise dispose of Equity Securities or Discount Debentures pursuant to Sections 3.03, 3.05, 4.01 or 4.02, (ii) the Ardshiel Stockholders may (A) sell, transfer or otherwise dispose of Equity Securities or Discount Debentures pursuant to Section 3.04 and (B) if the Investment Agreement is terminated for cause pursuant to Section 6.14(b) thereof, subject to Section 3.07 hereof, sell, transfer or otherwise dispose of any or all of their Equity Securities or Discount Debentures and (iii) Xxxxxxxx may pledge his Equity Securities in order to finance the purchase of such Equity Securities; provided that if such pledge is made in favor of any Person other than the Company, no foreclosure or other transfer in respect of such pledge may be made unless such transfer is permitted under clause 3.01(b)(i).
Restrictions on Transfers Generally. Subject to the provisions of Section 3.9 hereof, each Stockholder hereby agrees that such Stockholder shall not, and shall not permit any Affiliate to, directly or indirectly, transfer, sell or otherwise dispose of any shares of Series A Preferred Stock or Common Stock, other than (i) pursuant to an effective registration statement under the Securities Act or (ii) in compliance with Article VII of the Amended and Restated Stock Purchase Agreement; provided, however, that any transfer, sale or other disposition pursuant to clause (ii) above shall be to a Permitted Transferee only and such Permitted Transferee shall agree to be bound by the terms hereof and be deemed to be a Stockholder under this Agreement. Subject to the provisions of Section 3.9 hereof, each party hereto agrees not to pledge, mortgage, hypothecate or otherwise encumber any shares of Series A Preferred Stock or Common Stock.
Restrictions on Transfers Generally. Each Member hereby agrees that such Member shall not, and shall not permit any of its Affiliates to, directly or indirectly, sell, transfer or otherwise dispose of all or any part of its Interest except: (i) pursuant to the terms and conditions of this Article VII; (ii) pursuant to an exemption from registration under the Securities Act and any state securities or blue sky laws; and (iii) if the transferee agrees in writing to be bound by the terms hereof and be deemed to be a Member under this Agreement; provided, that if such transfer is to any Person or Affiliate of any Person that is in competition with ABT, the Company or any Affiliate of ABT or the Company, the written consent of ABT shall be required.
Restrictions on Transfers Generally. 11 Section 3.02
