Restrictions on Transfers of Securities. The following restrictions on Transfer shall apply to all Securities owned by Investors or their Permitted Transferees (as defined in Section 1.1(b)), except a Permitted Transferee by virtue of Section 1.1(b)(v):
(a) No Investor or Permitted Transferee shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities unless:
(i) either (A) such Transfer is approved in advance in writing by BRS (except that no such approval is required for a Transfer by BRS) or (B) such Transfer is by an Investor or a Permitted Transferee to one or more of its Permitted Transferees or to the Company; and
(ii) (A) such Transfer complies with the other provisions of this Section 1.1, (B) there has been compliance with the provisions of Sections 2.3 and 2.5 (if applicable), and (C) in the case of Incentive Securities, such Transfer complies with the terms of any applicable Incentive Securities Plan. Any purported Transfer in violation of this Agreement shall be null and void and of no force and effect; the purported transferee shall have no rights or privileges in or with respect to the Company or the Securities; and the Securities shall be subject to repurchase pursuant to the provisions of Article IV, if applicable. Prior to any proposed Transfer of any Securities, the holder shall give written notice to the Company describing the manner and circumstances of the proposed Transfer, together with, if reasonably requested by the Company, a written opinion of legal counsel, addressed to the Company and the transfer agent for the Company’s 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. Each certificate evidencing the Securities transferred shall bear the legends set forth in Section 1.2, except that such certificate shall not bear the legend contained in the first paragraph of Section 1.2 if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act. Each Transferee (except a Permitted Transferee by virtue of Section 1.1(b)(v)) shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were an Investor (or if the Transferee were an Incentive Securities Holder, an Incentive Securiti...
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 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 any 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 any 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 any 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 TOG Units owned as of the Closing Date shall be calculated after giving effect to 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, each of the Partner Holdings Entities, the Other TPG Feeder Partnership and the Limited Partners (other than the API Limited Partners) shall not Transfer any Class A Common Stock, Class B Common Stock or 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, each of the Partner Holdings Entities, the Other TPG Feeder Partnership and the Limited Partners (other than the API Limited Partners) shall not (and the Partner Holdings Entities and the Other TPG Feeder Partnership shall not permit any such Limited Partner to) Transfer more than one third (1/3rd) of the number of any shares of Class A Common Stock, or any shares of Class B Common Stock or any TOG Units owned by the Limited Partner (directly or indirectly through the Partner Holdings Entities or Other TPG Feeder Partnership) as of the Closing Date and (iii) from the day that is three years after the IPO Date until t...
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 Approved4Sale (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. As an inducement to Buyer to enter into this Agreement, (i) Seller hereby represents and warrants to Buyer (which representations and warranties shall survive the Closing) that Seller is the direct beneficial owner of 4,291,584 shares of common stock of Buyer as of the date of this Agreement (such shares, the “Restricted Shares”) and (b) Seller agrees that, from the date of this Agreement until November 6, 2016, Seller shall not, without the prior written consent of Buyer, sell, pledge, encumber or otherwise dispose of or transfer, nor permit to be sold, pledged, encumbered or otherwise disposed of or transferred in any manner, either voluntarily or by operation of law, any of the Restricted Shares or any of the economic or other rights associated therewith or otherwise enter into any transaction or agreement with respect to the Restricted Shares that would be reportable with the Securities and Exchange Commission under Section 13(d) or Section 16(a) of the Securities Exchange Act of 1934, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder, provided that the provisions of this Section 6(a) shall not apply (i) to the sale of the Securities to Buyer in accordance with this Agreement, (ii) if Buyer fails to consummate the transactions contemplated hereby by paying the Purchase Price set forth herein on the settlement date or (iii) to sales or transfers in response to a tender or exchange offer for the common stock of Buyer (other than a tender or exchange offer by Seller or an affiliate) or as part of a merger, consolidation or other transaction in which all or substantially all of the outstanding shares of common stock of Buyer are converted into or exchanged for other consideration and is approved by the stockholders of Buyer.
Restrictions on Transfers of Securities. (a) Preferred Securities may not be sold or otherwise transferred, except pursuant to sales or other transfers that satisfy the requirements of Rule 144A under the Securities Act and then only to institutional investors that are QIBs at the time of transfer and shall bear a legend to this effect. If any Preferred Securityholder or Owner was not a QIB at the time such Person acquired a Preferred Security or interest therein, such Person shall, upon demand of the Company and in any event within ten Business Days after receiving such demand, sell all of its Preferred Securities or interest therein to a transferee whom such other Person reasonably believes is a QIB.
(b) No Preferred Security shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Agreement. Any transfer or purported transfer of any 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. The following restrictions on Transfer shall apply to all Shares owned by any Investor:
(a) No Investor or Permitted Transferee (except a Permitted Transferee by virtue of Section 3.5(b)(iv) hereof) shall Transfer (other than in connection with a redemption or purchase by the Company) any Securities other than to a person or entity approved in advance in writing by the holders of at least forty percent (40%) of the outstanding Common Stock (including shares held by the transferor) so long as such Transfer complies with the provisions of Article IV, this Section 3.5, and, in addition, in the case of Management Investors, Article VI of this Agreement; provided, however, that such advance -------- written approval shall not be required with respect to a Transfer of Securities pursuant to and in compliance with Section 4.7. Any purported Transfer in
