Common use of Restrictions on Transfers of Stock Clause in Contracts

Restrictions on Transfers of Stock. Each Shareholder hereby agrees that, during the term of this Agreement, all Shares owned by such Shareholder shall be subject to the terms and conditions of this Agreement. No Shareholder may Transfer any Shares, either voluntarily or involuntarily, except as permitted by, and in compliance with, the provisions of this Agreement and any attempted or purported Transfer which is not permitted by, and which is not in compliance with, the provisions of this Agreement shall be void and ineffective for all purposes. For purposes of this Agreement, (a) a “Transfer” shall mean any direct or indirect transfer, sale, assignment, exchange, mortgage, pledge, hypothecation or other disposition of any Shares; (b) any Person to whom Shares have been Transferred, directly or indirectly, is sometimes individually referred to hereinafter as a “Transferee”; and (c) a “Permitted Transferee” shall mean with respect to any Shareholder who is a natural person, such Shareholder's spouse and descendants (whether natural or adopted), any trust formed solely for the benefit of the Shareholder and/or the Shareholder's spouse and/or descendants (whether natural or adopted), and the Estate of a deceased Shareholder (or the Personal Representative thereof) pending the administration of such Estate and provided that, upon termination of such Estate, the Shares held by such Estate (or Personal Representative) are Transferred in accordance with this Agreement.

Appears in 2 contracts

Samples: Agreement (Cellular Dynamics International, Inc.), Agreement (Cellular Dynamics International, Inc.)

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Restrictions on Transfers of Stock. Each Shareholder hereby agrees that, during the term of this Agreement, all Shares owned by such Shareholder shall be subject to the terms and conditions of this Agreement. No Shareholder may Transfer any Shares, either voluntarily or involuntarily, except as permitted by, and in compliance with, the provisions of this Agreement and any attempted or purported Transfer which is not permitted by, and which is not in compliance with, the provisions of this Agreement shall be void and ineffective for all purposes. For purposes of this Agreement, (a) a “Transfer” shall mean any direct or indirect transfer, sale, assignment, exchange, mortgage, pledge, hypothecation or other disposition of any Shares; (b) any Person to whom Shares have been Transferred, directly or indirectly, is sometimes individually referred to hereinafter as a “Transferee”; and (c) a “Permitted Transferee” shall mean with respect to any Shareholder who is a natural person, such Shareholder's ’s spouse and descendants (whether natural or adopted), any trust formed solely for the benefit of the Shareholder and/or the Shareholder's ’s spouse and/or descendants (whether natural or adopted), and the Estate of a deceased Shareholder (or the Personal Representative thereof) pending the administration of such Estate and provided that, upon termination of such Estate, the Shares held by such Estate (or Personal Representative) are Transferred in accordance with this Agreement.

Appears in 2 contracts

Samples: Agreement (Cellular Dynamics International, Inc.), Agreement (Cellular Dynamics International, Inc.)

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