Sale or Transfer of Restricted Securities. Stockholder shall not, and shall not permit its Affiliates to, sell, pledge, encumber or otherwise transfer, or agree to sell, pledge, encumber or otherwise transfer, directly or indirectly, any Restricted Securities, except:
(a) to an Affiliate of Stockholder; provided that such Affiliate agrees in writing to be bound by the terms of this Agreement;
(b) a sale, pledge, encumbrance or transfer of Voting Securities or any securities exercisable for or exchangeable or convertible into Voting Securities, representing in the aggregate five percent (5%) or less of Total Voting Power assuming exercise, exchange or conversion of any securities of the Company into Voting Securities;
(c) pursuant to a firm commitment, underwritten distribution to the public, registered under the Securities Act, in which the Stockholder Group uses its best efforts to effect as wide a distribution of such Restricted Securities as is reasonably practicable and to prevent any Person to whom such distribution is made from having after consummation of such offering beneficial ownership of Voting Securities representing in the aggregate more than five percent (5%) of Total Voting Power;
(d) pursuant to Rule 144 of the General Rules and Regulations of the Securities Act; provided that any such sale shall be subject to the volume and manner of sale limitations set forth in such rule, whether or not legally required;
(e) pursuant to a tender or exchange offer made by the Company or recommended by the Company’s Disinterested Directors and board of directors to the Company’s stockholders;
(f) as a bona fide pledge to a financial institution with the prior written consent of and on terms reasonably satisfactory to the Company.
Sale or Transfer of Restricted Securities. An opinion of counsel will not be necessary for a transfer by an Investor which is a partnership to a partner of such partnership or to a retired partner of such partnership who retires after the date hereof, or to the estate of any partner or retired partner, or to a trust for the benefit of an Investor or an Investor's family members or the transfer by gift, will or intestate succession of any partner to his spouse or lineal descendants or ancestors, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were an original Investor hereunder.
Sale or Transfer of Restricted Securities. During the Standstill Period, the Stockholder will not, and will not permit its Affiliates to, directly or indirectly, sell, pledge, encumber or otherwise transfer, or agree to sell, pledge, encumber or otherwise transfer, any Restricted Securities; provided that the Stockholder and its Affiliates may sell, pledge, encumber or otherwise transfer Restricted Securities (a) in an amount (whether in one or more transactions) that would not exceed twice the amount permitted to be sold by affiliates (within the meaning of Rule 144) of the Company under paragraph (e)(1) of Rule 144 in effect as of the date of this Agreement; provided that this clause (a) may be utilized by the Stockholder and its Affiliates only if the Stockholder and its Affiliates in good faith have no reason to believe that any transferee of such Restricted Securities would not be a Permitted Transferee, (b) to a commercial bank or other financial institution in connection with a bona fide financing transaction by the Stockholder; provided that such bank or other financial institution agrees to comply with the transfer, voting and other restrictions set forth in this Agreement with respect to such stock, and (c) to Permitted Transferees. A "Permitted Transferee" is a Person who, after giving effect to such sale, pledge, encumbrance or transfer, would, together with its Affiliates and with any members of a Group in which such Person or any of its Affiliates is a member, beneficially own Restricted Securities representing less than 5% of the Total Voting Power and less than 5% of the aggregate number of outstanding shares of Common Stock (assuming, in each case, the conversion, exercise or exchange of all Convertible Voting Securities beneficially owned by such Person, its Affiliates and such Group members, whether or not such Convertible Voting Securities are convertible, exercisable or exchangeable within 60 days, and otherwise making all beneficial ownership calculations consistent with Rule 13d-3 of the Exchange Act).
Sale or Transfer of Restricted Securities. During the term of this Agreement, each of the Shareholder and the Trustee agrees that it will not, and will not permit its Affiliates to, sell, pledge, encumber or otherwise transfer, or agree to sell, pledge, encumber or otherwise transfer, directly or indirectly, any Restricted Securities, except:
(a) to any Person, who, after giving effect to such sale, pledge, encumbrance or transfer, would beneficially own Common Shares representing in the aggregate 10% or less of Total Voting Power;
(b) pursuant to a firm commitment, underwritten distribution to the public, registered under the Securities Act, in which the Shareholder Group uses its reasonable best efforts to effect as wide a distribution of such Restricted Securities as is reasonably practicable;
(c) pursuant to Rule 144 under the Securities Act; provided that any such sale shall be subject to the volume and manner of sale limitations set forth in such rule, whether or not legally required;
(d) pursuant to a tender or exchange offer made by the Company or not opposed by the Company's board of directors to the Company's stockholders or otherwise pursuant to an acquisition of control of the Company;
(e) as a bona fide pledge to a financial institution; or
(f) with the prior written consent of the Company.
Sale or Transfer of Restricted Securities. During the Standstill Period, Buyer will not, and will not permit its Affiliates to, directly or indirectly, sell, pledge, encumber or otherwise transfer, or agree to sell, pledge, encumber or otherwise transfer, any Restricted Securities; provided that Buyer and its Affiliates may sell, pledge, encumber or otherwise transfer Preferred Stock, Common Stock or Class B Stock (a) in any transaction in compliance with
Sale or Transfer of Restricted Securities. Buyer will not sell, pledge, encumber or otherwise transfer, or agree to sell, pledge, encumber or otherwise transfer, directly or indirectly, any Restricted Securities; provided, that Buyer may sell, pledge, encumber or otherwise transfer Preferred Stock and Common Stock (a) (i) in any transaction in compliance with Rule 144 under the Securities Act or any successor rule or regulation, (ii) in a public offering, registered under the Securities Act or (iii) in a private transaction exempt from the registration requirements of the Securities Act and (b) to Permitted Transferees. A "PERMITTED TRANSFEREE" means a Person that (A) has agreed in writing to be bound by the terms of Sections 2.03, 6.02, 7.04 and Exhibit B of this Agreement and (B) is a member of the HMTF Group and any person investing, directly or indirectly, in or in parallel with HMTF or any Affiliate of HMTF in connection with the consummation of the transactions contemplated hereby.
Sale or Transfer of Restricted Securities. Buyer will not sell, pledge, encumber or otherwise transfer, or agree to sell, pledge, encumber or otherwise transfer, directly or indirectly, any Restricted Securities in contravention of the Securities Act.
Sale or Transfer of Restricted Securities. Stockholder shall not, and shall not permit its Affiliates to, sell, pledge, encumber or otherwise transfer, or agree to sell, pledge, encumber or otherwise transfer, directly or indirectly, any Common Stock, except to an Affiliate of Stockholder; provided that such Affiliate agrees in writing to be bound by the terms of this Agreement;
Sale or Transfer of Restricted Securities. During the Standstill Period, the Stockholder will not, and will not permit its Affiliates to, directly or indirectly, sell, pledge, encumber or otherwise transfer, or agree to sell, pledge, encumber or otherwise transfer, any Restricted Securities; provided that the Stockholder and its Affiliates may sell, pledge, encumber or otherwise transfer Restricted Securities (a) in an amount (whether in one or more transactions) that would not exceed twice the amount permitted to be sold by affiliates (within the meaning of Rule 144) of the Company under paragraph (e)(1) of Rule 144 in effect as of the date of this Agreement; provided that this clause (a) may be utilized by the Stockholder and its Affiliates only if the Stockholder and its Affiliates in good faith have no reason to believe that any transferee of such Restricted Securities would not be a Permitted Transferee, (b) to a commercial bank or other financial institution in connection with a bona fide financing transaction by the Stockholder;
Sale or Transfer of Restricted Securities. Each Fund will not, and will not permit its Affiliates to, sell, pledge, encumber, transfer or otherwise dispose of any Restricted Securities, except:
