Rights and Obligations With Respect to Transfer Sample Clauses

Rights and Obligations With Respect to Transfer. 2.1 Restrictions on Transfers by Designated Management Stockholders. None of the Designated Management Stockholders may offer, sell, assign, grant a participation in, pledge or otherwise transfer ("Transfer") any shares of Common Stock (other than shares of Common Stock acquired upon exercise of stock options) during the period of 20 months from the Effective Date without the prior written consent of the SK Holders and the Company; provided, however, that the restrictions in this Section 2.1 will not apply (i) to Transfers to any Management Permitted Transferee, (ii) to Transfers made pursuant to an effective registration statement under the Securities Act, (iii) to Transfers in "brokers' transactions" or transactions directly with a "market maker" pursuant to Rule 144 (a "Rule 144 Transfer"), (iv) to Transfers in connection with a sale of 100% of the outstanding Common Stock to a Third Party or (v) to Transfers pursuant to Section 2.7.
Sample 1
AutoNDA by SimpleDocs
Rights and Obligations With Respect to Transfer. Stockholder shall not sell, assign, pledge, encumber, or otherwise transfer, permit or suffer to exist any transfer of (hereinafter called simply "Transfer"), any legal or beneficial interest in the Shares except as expressly provided in this Agreement. In addition to the restrictions on Transfer of the Shares contained in or resulting from other provisions of this Agreement, no Transfer of any Shares shall be made by or on behalf of Stockholder unless the Board of Directors has determined that such Transfer is in compliance with the terms hereof and that the applicable Shares have been duly registered under all applicable federal and state securities laws pursuant to a then-effective registration which contemplates the proposed Transfer or unless the Company has received a written opinion of or, at the option of the Company, satisfactory to its legal counsel that the proposed Transfer so complies with the terms hereof and is exempt from such registration under all applicable federal and state securities laws.
Sample 1
Rights and Obligations With Respect to Transfer 
Sample 1Sample 2Sample 3See All (22)

Related to Rights and Obligations With Respect to Transfer

  • Rights and Obligations Except as expressly set forth in this Agreement, no Member, in its capacity as a Member, will have any right, power or authority to transact any business in the name of the Series, participate in the management of the Series or to act for or on behalf of or to bind the Series. A Member will have no rights other than those specifically provided herein or granted by law. Except as required by the Act, no Member, solely by reason of being a member, shall be liable for the debts, liabilities, obligations or expenses of the Series.

  • Additional Rights and Obligations If the Company issues securities in its next equity financing (other than a transaction with a strategic partner that involves a financing) within 180 days after the date hereof (the “Next Financing”) that (a) have rights, preferences or privileges that are more favorable than the terms of the Securities, such as price-based anti-dilution protection, or (b) provide all such future investors other contractual terms such as registration rights, the Company shall provide substantially equivalent rights to the Subscriber with respect to the Securities (with appropriate adjustment for economic terms or other contractual rights), subject to such Subscriber’s execution of any documents, including, if applicable, investor rights, co-sale, voting, and other agreements, executed by the investors purchasing securities in the Next Financing (such documents, the “Next Financing Documents”). Notwithstanding anything herein to the contrary, upon the execution and delivery of the Next Financing Documents by Subscriber holding a majority of the then-outstanding Securities, this Subscription Agreement (excluding any then-existing and outstanding obligations) shall be amended and restated by and into such Next Financing Documents and shall be terminated and of no further force or effect.

  • Obligations with Respect to Transfers and Exchanges of Warrants (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent shall countersign, by either manual or facsimile signature, Global Warrants and Definitive Warrants as required pursuant to the provisions of Section 2.02 and this Section 2.04.

  • Other Rights and Obligations 1. The Entrustor shall transfer the entrusted funds into its account for entrustment loans on a timely basis. The Lender will not commence disbursement procedures in accordance with the entrustment loan agreement and the loan contract etc. until the entrusted funds of the Entrustor have been deposited into its account for entrustment loans.

  • Continuing Rights and Obligations After the satisfaction and discharge of this Indenture, this Indenture will continue for (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of the Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and any Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture in the property deposited with the Indenture Trustee payable to them for a period of two years after the satisfaction and discharge.

  • Parties' Rights and Obligations If during the Term there is any Taking of all or any part of the Leased Property or any interest in this Lease by Condemnation, the rights and obligations of the parties shall be determined by this Article XV.

  • Determinations with Respect to Amounts of Liens and Obligations Whenever a Collateral Agent or any Authorized Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First-Lien Obligations of any Series, or the Shared Collateral subject to any Lien securing the First-Lien Obligations of any Series, it may request that such information be furnished to it in writing by each other Authorized Representative or Collateral Agent and shall be entitled to make such determination or not make any determination on the basis of the information so furnished; provided, however, that if an Authorized Representative or a Collateral Agent shall fail or refuse reasonably promptly to provide the requested information, the requesting Collateral Agent or Authorized Representative shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. Each Collateral Agent and each Authorized Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any First-Lien Secured Party or any other person as a result of such determination.

  • Party B’s Rights and Obligations 1. Party B’s rights

  • Obligations with Respect to Transfers and Exchanges of Notes (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Registrar’s request.

  • Obligations with Respect to Loan Parties The obligations of the Borrower to direct or prohibit the taking of certain actions by the other Loan Parties as specified herein shall be absolute and not subject to any defense the Borrower may have that the Borrower does not control such Loan Parties.

Time is Money Join Law Insider Premium to draft better contracts faster.