RESTRICTIONS UPON TRANSFER. (a) Neither the Optionee nor any other person or entity shall have any interest in any specific asset or assets or stock of the Company by reason of the granting of the Options. Any attempt to assign or to transfer this Agreement or the Options granted hereunder, whether voluntarily or involuntarily, by operation of law or otherwise, shall be of no further force or effect and no interest or right hereunder shall vest in any other person. Nothing in this Agreement shall be deemed to limit Optionee's right to transfer this Agreement or the Option Shares by will or in accordance with the laws of devise, descent and distribution.
(b) Nothing in this Agreement shall be construed in limitation of any restrictions upon transfer of any of the Option Shares contained elsewhere, including any restrictions that may be contained in the Certificate of Incorporation or the By-Laws of the Company.
(c) Nothing in this Agreement shall be construed as a modification of any existing agreements with respect to the gift, sale, purchase, transfer, pledge, hypothecation, or other disposition or encumbrance of the Option Shares between the parties to this Agreement, or between or among either or both of the parties to this Agreement and one or more persons not party to this Agreement.
(d) The Optionee acknowledges that the certificate(s) evidencing ownership of the Common Stock will be stamped or otherwise imprinted on the face thereof with a legend in substantially the following form: "The shares represented by this Certificate have not been registered under the federal Securities Act of 1933, as amended (the "Act") or any state securities act. No sale, offer to sell or transfer of the shares shall be made unless a registration statement under the Act, or any applicable state statute, with respect to the shares is then in effect or an exemption from the registration requirements of such Act or state statute is then in fact applicable to the shares."
(e) Any legend endorsed on a certificate pursuant to Section 5(d) hereof and the stop transfer instructions with respect to the Option Shares shall be removed and the Company shall issue a certificate without such legend to the holder thereof if such Option Shares are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available.
(f) The restrictions described in any legend endorsed on a certificate pursuant to Section 5(d) hereof shall be removed at such time as permit...
RESTRICTIONS UPON TRANSFER. The Company need not register a transfer of this Warrant unless the conditions specified in the legends on the front page hereof are satisfied and the transferee has agreed in writing to be subject to the terms and conditions of this Warrant, including transferee acknowledging in writing that it meets the investor suitability criteria set forth in this Warrant and Exhibit B attached hereto. Subject to the satisfaction of such conditions, any transfer of this Warrant and all rights hereunder, in whole or in part (but not less than 25% of the Warrant Stock originally exercisable under this Warrant being transferred), shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company, or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by Holder and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall, subject to the conditions set forth in this Section, execute and deliver a new Warrant in the name of the assignee, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be canceled. The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 6.
RESTRICTIONS UPON TRANSFER. Each certificate representing Restricted Securities shall be stamped or otherwise imprinted with a legend in the form provided in Exhibit A attached hereto (in addition to any legend required under applicable state securities laws). Holder hereby consents to the Company making a notation on its records and giving instructions to any transfer agent of the Company’s Common Stock in order to implement the restrictions on transfer established in this Agreement.
RESTRICTIONS UPON TRANSFER. No Holder may effect, cause to be effected or permit any voluntary or involuntary sale, assignment or transfer of any shares of Common Stock or Common Stock Equivalents or any interest therein (a "TRANSFER"), except for Transfers pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act, unless the transferee agrees to be bound by the provisions of this Agreement and the Stockholders Agreement and such Transfer is, where applicable, made in compliance with the terms of the Stockholders Agreement; PROVIDED, that the Warrants and the Warrant Shares shall not be subject to this Agreement upon the Transfer to a beneficial owner other than IP, SAP, or Osboxxx xxx their respective affiliates; PROVIDED FURTHER, that nothing contained herein shall restrict the sale, assignment or transfer of any warrants issued by the Company pursuant to the Credit Agreement dated December 16, 1997 by and between the Company and SAP. Any Transfer not complying with the provisions of this Agreement shall be void AB INITIO, shall not be effective for any purpose and any purported transferee of such a Transfer shall not acquire any right or interest in such Common Stock or the Company.
RESTRICTIONS UPON TRANSFER. 1. The Purchaser understands that the Purchased Shares have not been registered by the Corporation under the United States Securities Act of 1933 (the "1933 Act") and that the Corporation does not plan, and is under no obligation to provide for registration of the Purchased Shares in the future. Offer or sale of the Purchased Shares in the United States or to a U.S. person would constitute a violation of United States law unless made in compliance with the registration requirements of the 1933 Act or pursuant to an exemption therefrom. The term "United States" means the United States of America and includes its territories, possessions and all areas subject to its jurisdiction; and the term "U.S. person" has the meaning as defined in Regulation S made under the 1933 Act.
RESTRICTIONS UPON TRANSFER. (a) Without derogating from any other restriction that may be contained in the Certificate of Incorporation or By-laws of the Corporation or herein, the Corporation need not register a transfer of this Warrant or the Warrant Shares unless the proposed transferee agrees to be bound by the terms and conditions of this Warrant and the proposed transferee provides the Corporation with written representations required pursuant to the Act.
(b) All transfers of this Warrant shall be accompanied by an executed warrant transfer deed, under which the transferee undertakes to be bound by all obligations of the Holder under this Warrant. The form of the deed of transfer and is attached hereto as Exhibit C. Any proposed transferee shall execute an irrevocable proxy to the Holder, in the same form attached to the Loan Agreement.
(c) Subject to the foregoing, the Holder shall have the right to assign and transfer its rights and obligations under this Warrant and the Warrant Shares to a Permitted Transferee. A transfer of the rights and obligations under this Warrant to any other person shall require the Corporation's prior written consent, which shall not be unreasonably withheld or delayed. Plenus acknowledges and agrees that the Corporation shall not be deemed to unreasonably withhold its consent, if due to a right of first refusal conferred upon certain shareholders of the Corporation, the Corporation is contractually bound to withhold its consent.
RESTRICTIONS UPON TRANSFER. (a) Except as expressly provided in this Article, Tenant expressly covenants that it shall not by operation of law or otherwise assign, encumber or mortgage this Lease in whole or in part, nor sublet or suffer or permit the Leased Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. Except as expressly provided in this Article, any attempt by Tenant to assign, sublet, encumber or mortgage this Lease without the express consent of Landlord as aforesaid shall be null and void.
(b) If Tenant’s interest in this Lease is assigned or if the Leased Premises are sublet to, or occupied by, or used by, anyone other than Tenant, whether or not in violation of this Article 18, Landlord may, after default by Tenant beyond the expiration of any applicable notice and cure periods, accept from any assignee, subtenant or any one who claims a right to the interest of Tenant under this Lease or who occupies any part(s) or the whole of the Leased Premises the payment of Base Rent and Additional Rent and/or the performance of any of the other obligations of Tenant under this Lease, but such acceptance shall not be deemed to be a waiver by Landlord of the breach by Tenant of the provisions of this Article 18 nor a recognition by Landlord that any such assignee, subtenant, claimant or occupant has succeeded to the rights of Tenant hereunder, nor a release by Landlord of Tenant from further performance by Tenant of the covenants on Tenant’s part to be paid or performed under this Lease; provided, however, that the net amount of Base Rent and Additional Rent collected from any such assignee, subtenant, claimant or occupant shall be applied by Landlord to the Base Rent and Additional Rent to be paid hereunder.
(c) Except as expressly otherwise provided herein, any transfer by operation of law or otherwise, of Tenant’s interest in this Lease or of a fifty (50%) percent or greater interest in Tenant (whether stock, partnership interest, membership interest, or otherwise) shall be deemed an assignment of this Lease for purposes of this Article, except that any such transfer shall not be deemed an assignment: (a) for so long as Vitamin Shoppe Inc. is publicly traded, provided such transfer is upon notice to Landlord; or (b) the transfer of any interest in Tenant is to Vitamin Shoppe Inc.; or (c) the transfer of the outstanding capital stock of any corporate tenant ...
RESTRICTIONS UPON TRANSFER. In order to induce each other to enter into this Agreement, Swift, Trans-Mex and the Shareholders covenant and agree that until Swift has acquired all of the outstanding stock in Trans-Mex, no shareholder in Trans-Mex may sell, transfer, pledge, hypothecate, or otherwise dispose of its stock in Trans-Mex, provided, however, that Swift may transfer its stock in Trans-Mex to a subsidiary wholly owned by Swift on the conditions that (i) Swift and Parent remain jointly and severally obligated hereunder, (ii) the transfer is subject to the terms and conditions hereof and (iii) said subsidiary acknowledges in writing it assumes and is jointly and severally liable with Swift and Parent for the performance of the terms hereof.
RESTRICTIONS UPON TRANSFER. (a) This Agreement and the Option granted hereunder shall not be assignable or transferable otherwise than by will or the laws of descent and distribution. In the event of any attempt to assign or to transfer this Agreement or the Option or any of the rights hereunder other than by will or the laws of descent and distribution, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement and the Option granted hereunder shall thereupon immediately terminate and be of no further force or effect and no interest or right hereunder shall vest in any other person.
(b) Nothing in this Agreement shall be construed in limitation of any restrictions upon transfer of the Option Shares contained elsewhere, including any restrictions that may be contained in the Certificate of Incorporation or the By-Laws of the Corporation.
(d) Option Shares received upon exercise of this Option in whole or part shall not be transferred within two years from the date of this Agreement or one year from the date the Option Shares are delivered to the Employee, without the express written consent of the Corporation. The provisions of this Section 6(d) shall survive any termination of this Agreement.
RESTRICTIONS UPON TRANSFER. (a) Neither this Warrant nor any interest herein may be transferred, assigned, pledged, hypothecated or otherwise encumbered by the Holder without the prior written consent of the Company, other than a transfer of this Warrant by the Holder to a Permitted Transferee of the Holder after written notice has been provided by the Holder to the Company and the transferee has executed and delivered to the Company a joinder agreement reasonably satisfactory to the Company in which such transferee has agreed to be subject to all of the terms and conditions of this Warrant. Any purported transfer, assignment pledge, hypothecation or encumbrance in violation of the Section 6(a) will be null and void and of no force or effect. For purposes of this Warrant, “Permitted Transferee” means (i) the Holder’s Immediate Family; (ii) a trust solely for the benefit of the Holder and/or his or her Immediate Family; or (iii) a partnership or limited liability company the partners or shareholders of which are limited to the Holder and members of his or her Immediate Family and “Immediate Family” means the Holder’s spouse, children or grandchildren (including adopted children and stepchildren and grandchildren).
