Rights and Obligations of Transferees. (a) In the event of a purported Transfer by a Stockholder of any Echo Shares in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect, and Echo will not give effect to such Transfer. Any Transfer of Echo Shares, which Transfer is otherwise in compliance herewith, shall be permitted hereunder only if the transferee of such Echo Shares agrees in writing that it shall, upon such Transfer, assume with respect to such Echo Shares the transferor’s obligations under this Agreement and become a party to this Agreement for such purpose, and any other agreement or instrument executed and delivered by such transferor in respect of Echo Shares, including, the LLC Agreement, as applicable; provided, however, that (i) this Section 4.4 shall not apply to Transfers of Echo Shares to a Stockholder already bound by this Agreement (but such Transferred Echo Shares shall be subject to this Agreement), and (ii) this Section 4.4(a) shall not apply to (x) Transfers pursuant to a registered public offering or Rule 144A sale in accordance with, and subject to the terms and conditions of, this Agreement, the LLC Agreement and the Registration Rights Agreement, or (y) any Transfer to a Drag-Along Buyer in a Drag-Along Sale. If any Transfer is made under this Agreement to a Permitted Transferee, in the event such transferee ceases to be a Permitted Transferee of the transferor, then the transferee shall promptly Transfer such Echo Shares or other Equity Interests back to the transferor or to another Permitted Transferee of the transferor.
(b) Each certificate evidencing Echo Shares subject to this Agreement shall bear the following restrictive legend, either as an endorsement or on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON , HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A STOCKHOLDERS AGREEMENT (AND THE OTHER TRANSACTION DOCUMENTS REFERRED TO THEREIN), DATED AS OF MARCH 1, 2017, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. THE COMPANY RESERVES THE RIGHT TO REFUS...
Rights and Obligations of Transferees. (a) Any Transfer of Restricted Shares to any Permitted Transferee (other than a Stockholder), which Transfer is otherwise in compliance herewith, shall be permitted hereunder only if the Transferee of such Restricted Shares agrees in writing that it shall, upon such Transfer, assume with respect to such Restricted Shares the Transferor’s obligations under this Agreement and become a party to this Agreement for such purpose, and any other agreement or instrument executed and delivered by such Transferor in respect of the Restricted Shares.
(b) Upon any Transfer of Restricted Shares to any Permitted Transferee (other than a Stockholder), which Transfer is otherwise in compliance herewith, the Permitted Transferee shall, upon such Transfer, assume all rights held by the Transferor at the time of the Transfer with respect to such Restricted Shares, provided that no Permitted Transferee (other than any Affiliate of a Sponsor) shall acquire any of the rights provided in Article III hereof by reason of such Transfer.
Rights and Obligations of Transferees. No Stockholder shall Transfer any Equity Securities except in compliance with the Securities Act, the Charter (as defined in the Merger Agreement), any applicable state or foreign securities Laws and this Agreement, or if such Transfer would violate the Communications Act or FCC Regulations and such Stockholder has been so advised by the Company. Without limiting the generality of the foregoing, no such Transfer shall be made or recognized in the books and records of the Company if such Transfer would result in a violation of the Communications Act or FCC Regulations. Any Transfers in violation of this Agreement shall be null and void.
Rights and Obligations of Transferees. Any Transferee of Membership Units (including Affiliates of the transferor) shall be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing and delivering such documents as may be necessary, in the reasonable opinion of the Managing Member, to make such Person a party thereto, whereupon such Transferee will be treated as a Member for all purposes of this Agreement (and will be subject to all the rights and obligations of the transferor in relation to Transferred Membership Units). Notwithstanding anything to the contrary herein, the rights of any Investor Member under Section 3.04 to select directors shall not be transferable (including to their respective Affiliates).
Rights and Obligations of Transferees. (a) No Transferee of any Stockholder, except a Permitted Transferee, shall be entitled to any rights under this Agreement. A Permitted Transferee shall become a party to this Agreement and shall be permitted to exercise all rights of the Transferring Stockholder under this Agreement with respect to Equity Securities Transferred.
(b) Notwithstanding anything to the contrary in this Agreement, no Transferee which is not a Permitted Transferee shall become a party to this Agreement or otherwise be bound by any of the terms and conditions of this Agreement.
Rights and Obligations of Transferees. (a) Except as otherwise contemplated by this Agreement, no Shareholder shall directly or indirectly purchase or otherwise acquire Bank Shares or any beneficial interest therein to the extent such acquisition would require any of the Shareholders to launch a tender offer to acquire all Bank Shares; provided that nothing in this Agreement shall prohibit Itaú Parent or Company One from purchasing or otherwise acquiring Bank Shares to the extent necessary for the Majority of the Chilean Bank Condition to remain satisfied.
(b) The Shareholders shall implement, and shall cause the Companies to implement, any sale of Bank Shares pursuant to this Agreement through the Xxxxxxxx Stock Exchange (Bolsa de Comercio xx Xxxxxxxx) including through sales of American or Global Depositary Shares evidencing Bank Shares.
(c) The Shareholders shall implement, and shall cause the Companies to implement, any sale of Company Shares pursuant to this Agreement by (i) creating a new company (sociedad por acciones) organized under the laws of Chile a (“Newco”), (ii) Transferring into the Newco, free and clear of any Encumbrances, a number of Bank Shares equal to the number of Company Shares being Transferred multiplied by the Exchange Ratio and (iii) Transferring all shares of Newco (“Newco Shares”) free and clear of any Encumbrances to the applicable Shareholder. The Transferring Shareholder shall indemnify and hold harmless the Shareholder who is the Transferee from any Liabilities of Newco arising out of or relating to the period of time prior to such Transfer. Following such Transfer, Newco shall be considered a “Company” for all purposes hereunder.
Rights and Obligations of Transferees. Any Transferee of Subject Shares (other than Transferees who acquire Subject Shares (a) pursuant to Section 3.3, (b) pursuant to Section 3.4, (c) pursuant to the exercise of rights set forth in Article IV, (d) in a bona fide sale to the public pursuant to Rule 144, Rule 145 or Regulation S under the Securities Act, (e) through a Public Offering, (f) pursuant to Section 3.2(g), or (g) pursuant to Section 3.2(k)) will be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing and delivering an Assumption Agreement and, upon executing and delivering an Assumption Agreement, will be treated as a Stockholder for all purposes hereof; provided, however, that no such Transferee (or its Permitted Transferees) will acquire any rights (but will be subject to the obligations) under Articles IV or V of this Agreement.
Rights and Obligations of Transferees. Prior to the consummation of a Transfer by any Holder to any Person (including a Permitted Transferee), other than in connection with a Transfer pursuant to Section 4.7, as a condition thereto, the applicable Transferee, unless already a party to this Agreement, shall agree in writing, by executing and delivering the form of Assignment and Assumption Agreement, to become a party to this Agreement and further assume all of the obligations in this Agreement applicable to the Transferring Holder with respect to the Equity Securities being Transferred.
Rights and Obligations of Transferees. If a Stockholder transfers ------------------------------------- any or all of its shares of Company Stock to any person, such person and each subsequent transferee shall have the same rights hereunder as are given to the Stockholder, and shall be subject to the same obligations as are imposed upon the Stockholder by the terms hereof (and all references herein to a Stockholder shall include such transferee), unless otherwise provided herein. The Company will not record any transfer of Company Stock that was made in violation of any provision of this Agreement.
Rights and Obligations of Transferees. Any Transfer of Company Shares held by a Manager, which Transfer is otherwise in compliance herewith, shall be permitted hereunder only if the transferee of such Company Shares agrees in writing that it shall, upon such Transfer, assume with respect to such Company Shares the rights and obligations under this Agreement relating to Company Shares held by Managers and that such Permitted Transferee shall be bound by, and shall be a party to, this Agreement as the holder of such Company Shares and as a “Manager” hereunder; provided, however, that (x) any Manager that Transfers Company Shares to a Permitted Transferee shall use its reasonable best efforts to cause such Permitted Transferee to perform all of such Manager’s obligations hereunder with respect to the Transferred Company Shares and (y) this Section 3.3 shall not apply to (i) Transfers of Company Shares to a Stockholder that is already a party to this Agreement, (ii) Transfers pursuant to a registered public offering or (iii) Transfers pursuant to Section 4.2 or Section 4.3; provided, further that no Transferee (other than any Permitted Transferee of the applicable Manager) shall acquire any of the rights of the applicable transferor provided in Section 4.2 or Section 6 hereof by reason of such Transfer.
