Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor or Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof:
(a) No Investor or Permitted Transferee shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless (i) such Transfer is to a person approved in advance in writing by the Required Holders (as defined in Section 2.2(a)), and (ii) such Transfer complies with the provisions of this Section 1.1, Article II hereof, and, in addition, in the case of Management Securities (as defined in Section 4.1(a)), Article IV of this Agreement. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to the Company. As used herein, “Transfer” includes the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights (except for the voting agreement set forth in Article III hereof) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities. Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s equity securities, if other than the Company, and reasonably satisfactory in form and substance to the Company, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act”). Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2(a) hereof, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2(a) hereof if the opinion of counsel referred to above is to the further effect that such legends is not required in order to establish...
Restrictions on Transfers of Securities. (a) Company Preferred Securities or Company Parity Preferred Securities may not be sold or otherwise transferred unless such securities are registered under the Securities Act or an exemption from the registration requirements thereof is available, and the Company Preferred Certificates shall bear a legend to this effect unless the Bank and the Company determine otherwise in compliance with applicable law.
(b) No Company Preferred Security or Company Parity Preferred Security shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Agreement or any Certificate of Designations. Any transfer or purported transfer of any Company Preferred Security or Company Parity Preferred Security not made in accordance with this Agreement shall be null and void.
(c) The Company Common Securities may be sold, assigned or otherwise transferred by the Bank to a direct or indirect wholly owned subsidiary of the Bank, which subsidiary shall be admitted as a member of the Company with respect to the Company Common Securities transferred upon such Person's execution and delivery of a counterpart of this Agreement.
Restrictions on Transfers of Securities. Prior to the Termination --------------------------------------- Date, the Shareholder hereby agrees that it shall not Transfer, or permit the Transfer of, all or any of the Securities beneficially owned by it without the prior written consent of Xxxxxxxxxx which may be given or denied in its sole discretion for any reason or for no reason. No Transfer shall be effective and the Company shall not, and shall not be compelled to, recognize any Transfer or record any Transfer on its books if such Transfer is prohibited by this Agreement, or issue any certificate representing any Securities to any Person who has received such Securities in a Transfer made in contravention of the terms of this Agreement. The parties agree that the restrictions on Transfer set forth in this Agreement are not manifestly unreasonable.
Restrictions on Transfers of Securities. The following restrictions on Transfer shall apply to all Securities owned by any Restricted Investor until the completion of a Public Offering. As used herein, "Restricted Investor" shall mean any Investor or Permitted Transferee except a Permitted Transferee by virtue of Section 4.5(d)(iii) hereof:
Restrictions on Transfers of Securities. (a) (i) Prior to the day that is 181 days after the IPO Date, each Investor shall not Transfer any Class A Common Stock, Class B Common Stock or any TOG Units, (ii) from the day that is 181 days after the IPO Date until the day that is one year after the IPO Date, each Investor shall not Transfer more than 25% of the number of shares of Class A Common Stock, or any shares of Class B Common Stock or any TOG Units that it owned as of the Closing Date, (iii) from the day that is 181 days after the IPO Date until the day that is one year and six months after the IPO Date, each Investor shall not Transfer more than 50% of the number of shares of Class A Common Stock, or any shares of Class B Common Stock or any TOG Units that it owned as of the Closing Date and (iv) from the day that is 181 days after the IPO Date until the day that is two years after the IPO Date, each Investor shall not Transfer more than 75% of the number of shares of Class A Common Stock, or any shares of Class B Common Stock or any TOG Units that it owned as of the Closing Date, in each case, except with the approval of the Executive Committee of the Issuer. In each case, the number of shares of Class A Common Stock, shares of Class B Common Stock or any TOG Units owned as of the Closing Date shall be calculated after giving effect to the extent of the exercise of the underwriters’ overallotment option in the IPO. The terms of this Section 2.1(a) shall expire on the day that is two years after the IPO Date.
(b) (i) Prior to the day that is two years after the IPO Date, the Partner Holdings Entities, the Other TPG Feeder Partnerships and the Limited Partners shall not Transfer any Class A Common Stock, Class B Common Stock or any TOG Units, (ii) from the day that is two years after the IPO Date until the day that is three years after the IPO Date, the Partner Holdings Entities, the Other TPG Feeder Partnerships and the Limited Partners shall not (and the Partner Holdings Entities and the Other TPG Feeder Partnerships shall not permit any Limited Partner to) Transfer more than one third (1/3rd) of the number of shares of Class A Common Stock, or any shares of Class B Common Stock or any TOG Units that it owned as of the Closing Date and (iii) from the day that is three years after the IPO Date until the day that is four years after the IPO Date, the Partner Holdings Entities, the Other TPG Feeder Partnerships and the Limited Partners shall not (and the Partner Holdings Entities and the Other...
Restrictions on Transfers of Securities. No Shareholder may Transfer any interest in any Securities except pursuant to this Article 3, Article 4, Article 5, or Article 6. Notwithstanding anything to the contrary contained herein, (a) in no event shall any Shareholder be permitted to Transfer any interest in Securities to a competitor of the Company or Affiliate of a competitor of the Company, except pursuant to Article 6 or otherwise in connection with an Approved Sale (as defined in Section 6.1 below); provided, however, that Transfers to any Shareholder or any Affiliate of a Shareholder that may own, operate or otherwise be affiliated with a business that competes with the Company shall not be prohibited by this provision, and (b) a Transfer of Securities shall not be valid or of any force or effect if such Transfer would result in (i) a violation or breach of any applicable federal or state securities law or any agreement to which the Company or any Subsidiary is a party or (ii) any revocation or failure to qualify for any federal, state or local license or permit required to operate the Company’s business. Any purported Transfer of Securities which is not made in accordance with the applicable provisions of this Agreement shall not be valid and shall have no force or effect.
Restrictions on Transfers of Securities. JPMVC agrees not to sell any of the Securities except in accordance with Sections 4.5, 4.9, and 4.10 of the Preferred Stock Purchase Agreement, which Sections shall be deemed incorporated herein by reference, mutatis mutandis, and, in the case of Section 4.5(c) of the Preferred Stock Purchase Agreement, as amended by Section 4.1(b), below.
Restrictions on Transfers of Securities. No Company Preferred Security or Company Parity Preferred Security shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Agreement or any Certificate of Designations. Any transfer or purported transfer of any Company Preferred Security or Company Parity Preferred Security not made in accordance with this Agreement shall be null and void.
Restrictions on Transfers of Securities. In return for your agreements set forth in this Letter Agreement the Company will lift the "window period" trading restrictions set forth in the Company's insixxx xxxxxxx xxxicy which is applicable to you as a director of the Company. The lifting of the window period trading restrictions is contingent upon you entering into an arrangement with your broker in connection with trades in the Company's securities which complies with Rule 10(b)5-1 (a "Rule 10(b)5-1 Program") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). There will be no volume or share price limitations on your trades in the Company's securities so long as such trades are made pursuant to a Rule 10(b)5-1 Program and otherwise comply with applicable law. Of course, any trades made by you pursuant to a Rule 10(b)5-1 Program will continue to be reportable under Section 16 of the Exchange Act so long as you remain a director of the Company.
Restrictions on Transfers of Securities. (a) Unless a Transfer of Securities is made in accordance with this Agreement, such Transfer shall not be valid or have any force or effect.
(b) No Securityholder may Transfer any interest in any Securities except pursuant to an Exempt Transfer or unless (i) such Securityholder has received a bona fide written offer to purchase such Securities for cash, (ii) the Board has approved the proposed Transfer (subject to compliance with Section 3.2) in its sole and absolute discretion and (iii) the Securityholder has complied with Section 3.