Share Transfer Restriction. Except for Permitted Transfers (as defined in Section 8) and unless a Release Event (as defined below) has occurred, none of the Optioned Shares, any shares of capital stock of the Company issued in respect of the Optioned Shares upon any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, change in corporate structure or otherwise, nor any right, title or interest therein, whether represented by the Voting Trust Certificate or otherwise (the Optioned Shares, all such other shares, and all right, title and interest therein being referred to collectively as the "Shares"), may be sold, assigned, transferred, pledged, or otherwise disposed of or encumbered, voluntarily or involuntarily, by act of the Optionee or the Optionee's Permitted Transferee or by operation of law, including, without limitation, by bequest or the laws of descent and distribution (any of such events being referred to as a "Transfer"), without the Company's prior written consent and upon such terms and conditions as the Company may determine. Any attempted transfer of any Shares contrary to the preceding sentence will be null and void. Nevertheless, the restriction on transfer of the Shares set forth in this Section 7 will terminate and be of no further force and effect upon the occurrence of any of the following events (each of which is referred to as a "Release Event"): [a] the closing of any Qualified Public Offering (as defined below), [b] the closing of a Non- Affiliate Asset Sale, or [c] the closing of the sale of the Company substantially in its entirety by a Non-Affiliate Merger or by a Non-Affiliate Stock Sale (or by any combination of the foregoing).
Share Transfer Restriction. Except as otherwise agreed by and between the Parties hereto, the Parties agree not to sell, assign, pledge or in any other manner transfer title to or otherwise encumber any of the shares of the Company held by them before the shares of the Company are listed or traded on any internationally recognized stock exchange, including, without limitation, listed on the Taiwan Stock Exchange or traded on Taiwan OTC market.
Share Transfer Restriction. Without the prior written approvals of the Majority Preferred A Holders, the Majority Preferred B Holders, the Majority Preferred C Holders, the Majority Preferred D Holders, the Majority Preferred E Holders and the Majority Preferred F Holders, each of the Founder, the Co-Founders, the Registered Co-Founder Vehicle Holder and the Key Persons shall not transfer, assign, encumber or otherwise dispose of any Equity Securities of the Restricted Shareholders or any Shares directly or indirectly now or hereafter held and/or owned by him/her prior to consummation of the Qualified IPO except for the transfers set forth in Section 5.4.
Share Transfer Restriction. Before completion of a Qualified IPO, none of the Founder and Founder Holdco shall, directly or indirectly, sell, transfer, pledge, hypothecate, encumber or otherwise dispose of, in a single transaction or a series of transaction, more than five percent (5%) of total outstanding shares of the Company in aggregate directly or indirectly held by it/him/her to any Person without prior written consent of the Purchaser, except for (i) any share transfer for the purpose of implementing the employee shares incentive plan of the Company (the “ESIP”) or Trade Sale as approved by the Purchaser, and (ii) creation of any Lien over no more than half of total shares of the Company owned by such Founder or Founder Holdco as of the Closing Date as security for the debenture, bonds and notes of similar nature herewith to be issued by the Company solely for the purpose of financing the merger and acquisition undertaken by the Company.
Share Transfer Restriction. Except as expressly provided in this Agreement, or as may otherwise be unanimously agreed, and except as may be required to obtain Project Debt Financing, no Party shall, directly or indirectly, sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any Shares or Related Shares, or Shareholder loans held by it, to any Person:
Share Transfer Restriction. Except as expressly provided in Exhibit B, or as may otherwise be unanimously agreed, no Party shall, directly or indirectly, Transfer, any Shares or shareholder loans held by it, to any Person at any time, without first complying with Exhibit B.
Share Transfer Restriction. (a) Subject to this Section 5 hereof, at any time before a Qualified IPO is consummated, (i) without the prior written approval of the Vast Majority Shareholders, each of the Founder Parties and any employee directly or indirectly owns more than 1% of the total share capital of the Company (each, a “Restricted Holder”) shall not sell, transfer, assign, pledge, hypothecate or otherwise encumber or dispose of in any way or otherwise grant any interest or right with respect to (“Transfer”), its Equity Securities in the Company, directly or indirectly, now or hereafter, owned or held by it; and (ii) without the prior written approval of the Founder Parties, Shanghai Minhui shall not Transfer its Equity Securities in the Company, directly or indirectly, now or hereafter, owned or held by it. The Restricted Holder and all other Ordinary and Preferred Shareholders shall not, in any way, Transfer its Equity Securities in the Company, directly or indirectly, now or hereafter, owned or held by it to any Competitor (as defined below) without the consent of the Company.
Share Transfer Restriction. Unless otherwise approved by the holders of majority voting power of all issued and outstanding Class B Ordinary Shares, the Founder or his Founder Holdcos shall not directly or indirectly transfer, assign, pledge or otherwise dispose of (collectively, “Transfer”) any of their Equity Securities in the Company and Shanghai Hesai (except for the purpose of implementing the Reorganization Plan) until the initial public offering of shares of the Company, except for (a) any transfer of Equity Securities among the Founders or their Founder Holdcos, and (b) any transfer to the parents, children or spouse, or to trusts for the benefits of such Founder for bona fide estate planning purposes, provided that, prior to the completion of such Transfer, each transferee mentioned in the above items (a) and (b) shall have executed a deed of adherence to assume the obligations of such Key Party under this Agreement, with respect to the transferred Equity Securities; provided further, that the Key Party shall remain liable for any breach by its transferee under item (b) of any provision under this Agreement.
Share Transfer Restriction. (a) Subject to paragraph (b) below, and provided that the Company is in material compliance with the terms of the Share Purchase Agreement and its Exhibits, except as varied hereby, each of the Purchasers’ covenants and agrees that, without the Company’s prior written consent, such consent not to be unreasonably withheld or delayed, the Purchaser will not sell, transfer, assign, encumber, pledge or dispose of (any such event being referred to in this Section as a “transfer”) all or any right, title or interest held by it in the 18,000,000 Securities (or the common shares (“Common Shares”) issuable upon exercise of the Securities), held by the Purchasers on the date hereof, except as set forth below:
Share Transfer Restriction. Article 4.
