Restrictions on Transfers of Company Securities Clause Samples
The "Restrictions on Transfers of Company Securities" clause sets out the rules and limitations governing how and when company shares or other securities can be sold, assigned, or otherwise transferred by shareholders. Typically, this clause may require shareholders to obtain company approval before transferring their securities, or it may grant existing shareholders a right of first refusal to purchase shares before they are offered to outside parties. By establishing these restrictions, the clause helps maintain control over the company's ownership structure and prevents unwanted or disruptive changes in the shareholder base.
Restrictions on Transfers of Company Securities. From and after the Separation Effective Time, neither Leopard Parent nor any of its Controlled Persons shall, directly or indirectly, Transfer any Company Securities unless the transferee, at the time of and as a condition to such Transfer, agrees to comply with the restrictions and obligations of this Agreement (including the restrictions and obligations set forth in this Section 4.01(a), Section 4.02, Section 4.07 and Article 6) as if it were Leopard Parent by executing and delivering such documents as may be necessary in the reasonable opinion of ▇▇▇▇▇▇▇ and the Company; provided that this sentence shall not apply to a Transfer of Company Securities that would not constitute a Joinder Transfer. For the avoidance of doubt, no rights or benefits arising hereunder or by reason hereof shall be assignable by any party hereto, except as expressly provided herein.
Restrictions on Transfers of Company Securities. (a) From and after the date hereof until the first anniversary of the Closing, each of Leopard Parent and Dragon Parent agrees that it shall not, and shall not permit any of its Controlled Persons to, directly or indirectly, Transfer any Company Securities other than Transfers (i) among Leopard Parent and its Controlled Persons or (ii) among Dragon Parent and its Controlled Persons. For purposes of this Article 4, the parties acknowledge and agree that any primary or secondary sale (by merger, consolidation or otherwise) of any equity interests of any Controlled Person of Leopard Parent or Dragon Parent with beneficial ownership of Company Securities shall be deemed a Transfer for purposes of this Article 4 if such Controlled Person is no longer a Controlled Person of Leopard Parent or Dragon Parent, as applicable, after such primary or secondary sale.
Restrictions on Transfers of Company Securities. (a) From and after the Effective Time, neither Leopard Parent nor Dragon Parent nor any of their respective Controlled Persons shall, directly or indirectly, Transfer any Company Securities unless the transferee, at the time of and as a condition to such Transfer, agrees to comply with the restrictions and obligations of this Agreement (including the restrictions and obligations set forth in this Section 4.01(a), Section 4.02, Section 4.07 and Article 6) as if it were Leopard Parent or Dragon Parent by executing and delivering such documents as may be necessary in the reasonable opinion of ▇▇▇▇▇▇▇ and the Company; provided that this sentence shall not apply to a Transfer of Company Securities that would not constitute a Joinder Transfer. For the avoidance of doubt, no rights or benefits arising hereunder or by reason hereof shall be assignable by any party hereto, except as expressly provided herein.
(b) For the avoidance of doubt, the provisions of Section 4.01(a) shall not have any applicability to the Transfer of the securities of Leopard Parent or Dragon Parent, including as a result of a merger, consolidation, recapitalization, or reorganization of Leopard Parent or Dragon Parent; provided that in the event of a Parent Change of Control Transaction, the rights, benefits, entitlements and obligations of such LD Investor and its Controlled Persons under the terms of this Agreement and the Voting and Standstill Agreement with regard to the Company shall cease and be of no further force or effect with respect to the applicable LD Investor (and, for the avoidance of doubt, such LD Investor shall cause its Investor Designees to resign from the Board in connection with such Parent Change of Control), unless (i) the ultimate parent entity of the surviving company in such Parent Change of Control Transaction agrees to comply with the restrictions and obligations of this Agreement and the Voting and Standstill Agreement with regard to the Company as if it were Leopard Parent or Dragon Parent, as applicable, by executing and delivering such documents as may be necessary in the reasonable opinion of ▇▇▇▇▇▇▇ and the Company or (ii) such Parent Change of Control involves a LD Investor or any of its Affiliates, in which case the ultimate parent entity of the surviving company in such Parent Change of Control Transaction shall agree to comply with the restrictions and obligations of this Agreement and the Voting and Standstill Agreement with regard to the Company as ...
Restrictions on Transfers of Company Securities