Share Transfers. From and after the date hereof until the Expiration Date, Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)) any Shares or any New Shares acquired, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, Stockholder may make (1) transfers by will or by operation of Law or other transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to Stockholder’s Parent Options which expire on or prior to the Expiration Date, transfers, sale, or other disposition of Shares or New Shares to Parent as payment for the (i) exercise price of Stockholder’s Parent Options and (ii) taxes applicable to the exercise of Stockholder’s Parent Options, (3) with respect to Stockholder’s Parent Restricted Stock Units, (i) transfers for the net settlement of Stockholder’s Parent Restricted Stock Units settled in Shares or New Shares (to pay any tax withholding obligations) or (ii) transfers for receipt upon settlement of Stockholder’s Parent Restricted Stock Units, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by Stockholder as a result of such settlement, (4) if Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Stockholder or to an Affiliated corporation, trust or other Entity under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that, in each such case the applicable transferee has signed a voting agreement in substantially the fo...
Share Transfers. (a) Shares may only be transferred in accordance with the provisions of this Agreement and of the Articles of Association of the Company, and any other attempted Transfer shall be void. It shall be a condition to the sale of Shares to any Person under any provision of this Section 3.02 that such Person shall agree in writing to be bound by the provisions of this Agreement, and any sale in respect of which such condition has not been satisfied shall be void.
(b) Any Transfer of Shares between the Shareholders and/or their Affiliates may be freely made without being subject to the provisions of paragraph (c) below provided that the Affiliate becomes a Party to this Agreement. However, if an affiliate so acquiring the shares will cease to be an affiliate, such affiliate shall transfer the shares back to the transferor or an affiliate of such transferor before it ceases to be an affiliate.
(c) Unless agreed otherwise by the Shareholders, any Shareholder wishing to Transfer its Shares (the “Transferor”) to any unaffiliated third party (the “Transferee”) shall send a written notice (a “Transfer Notice”) to the other Party (the “Offeree”) and to the Board of Directors stating the number of shares to be sold or transferred which may be all or part of such Shareholders’ shareholding in the Company (the “Offered Shares”), the identity of the proposed Transferee, and the price per Share and other terms of the proposed Transfer. The Transfer Notice must be accompanied by a second notice to the Offeree (the “Come Along Notice”) indicating that the proposed Transfer grants the Offeree the right to transfer, at its discretion, all or part of its Shares to the same Transferee at the same price and terms stated in the Transfer Notice sent by the Transferor and to receive cash as consideration equal in amount to the value of cash, securities or other property to be received by the Transferor from the Transferee. The Transferor agrees that it shall not issue a Transfer Notice in the absence of having secured the agreement of the Transferee to honor the Offeree’s right to also Transfer at the same purchase price all of its Shares should the Offeree decide to exercise such right. Any Transfer Notice issued by the Transferor and not accompanied by a Come Along Notice shall not be considered a valid Transfer Notice.
(i) Within thirty (30) days of receipt of the Come Along Notice, the Offeree shall inform the Transferor in writing whether it wishes to sell all or part of its Shar...
Share Transfers. Registering transfers
4.1 If the Company has issued, or may be required to issue, a share certificate in respect of a share of the Company, a transfer of that share must not be registered unless the Company, or the transfer agent or registrar for the applicable class or series of shares, has received
(a) the share certificate, if any,
(b) a written instrument of transfer, which instrument of transfer may be on a separate document or on the share certificate, endorsed by
(i) the shareholder,
(ii) any other appropriate person, or
(iii) an agent who has actual authority to act on behalf of the shareholder or appropriate person, and
Share Transfers. Transfers of the Shares to the Purchaser and/or its nominee duly executed by the Vendors in registrable form;
Share Transfers. From and after the date hereof until the Expiration Date, Shareholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens) any Shares or any New Shares acquired, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder from performing Shareholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder may make (1) transfers by will or by operation of Law or other transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to Shareholder’s LLIT options or warrants, if any, which expire on or prior to the Expiration Date, a transfer, sale, or other disposition of Shares to LLIT as payment for the (i) exercise price of Shareholder’s LLIT options or warrants and (ii) taxes applicable to the exercise of Shareholder’s LLIT options or warrants, (3) if Shareholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder or to an Affiliate of Shareholder, or if Shareholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (4) transfers to another holder of the capital stock of LLIT that has signed a voting agreement in substantially the form hereof, and (5) transfers, sales or other dispositions as Newegg may otherwise agree in writing in its sole discretion. If any voluntary or involuntary transfer of any Shares or New Shares covered hereby shall occur (including a transfer or disposition permitted by Section 4(1) through Section 4(5), sale by a Shareholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and a...
Share Transfers. Unless the Board approves otherwise by unanimous resolution, the Shareholder must not transfer any Co-Founder’s Shares while the Company retains an option to purchase any of those shares under this Agreement.
Share Transfers. The Shares or any New Shares may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than (a) transfers by will or by operation of Law or other transfers for estate-planning purposes, (b) if Stockholder is a corporation (including any non-profit corporation), partnership (including any general partnership, limited partnership or limited liability partnership), joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association, organization or entity, and each of its successors (an “Entity”), a transfer to one or more partners or members of Stockholder or to an Affiliated corporation, trust or other Entity under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, (c) with respect to any options or warrants to acquire Shares held by Stockholder which expire on or prior to the Expiration Date, transfers, sale, or other disposition of Shares to the Company as payment for the (i) exercise price of Stockholder’s options or warrants and (ii) taxes applicable to the exercise of Stockholder’s options or warrants, (d) transfers to another holder of the capital stock of the Company that has signed a voting agreement in substantially the form hereof, or (e) transfers, sales or other dispositions as Parent may otherwise agree in writing in its sole discretion. If any voluntary or involuntary transfer of any Shares or New Shares covered hereby shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares or New Shares subject to all of the restrictions, Liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Stockholder and has not executed a counterpart hereof or joinder hereto. Any transfer in violation of this Section 4 shall be null and void.
Share Transfers. 5.1 From the date hereof until the earlier of (i) the date two (2) years after the Closing Date, (ii) the date on which IMS ceases to Beneficially Own a number of Shares at least equal to ten percent (10%) of the Outstanding Shares as of the Closing Date, or (iii) the date on which a Change of Control of TriZetto shall have occurred (the "RESTRICTED PERIOD"), IMS shall not, without the prior written consent of TriZetto, Transfer any Shares that are Beneficially Owned by IMS, except for a Transfer that complies with any of the following subsections (each such Transfer, a "PERMITTED TRANSFER"):
(a) a Transfer of all or any of such Shares to any Affiliate of IMS; PROVIDED, that contemporaneously with any such Transfer, such Affiliate becomes a party to a counterpart of this Agreement;
(b) a Transfer of all or any of such Shares in a BONA FIDE pledge of such Shares to a financial institution to secure borrowings as permitted by applicable Law; PROVIDED, that contemporaneously with such pledge such financial institution agrees with TriZetto that upon any foreclosure on such pledge it, and any transferee pursuant to any disposition following default, shall be bound by the obligations of IMS under this Agreement; or
(c) a Transfer of all or any of such Shares to any Person who has commenced a tender or exchange offer for Shares that the Board has recommended that the holders of Shares accept.
Share Transfers. SECTION 3.01.
Share Transfers. 7.1. No Shareholder may transfer its shares to any person (including to another Shareholder), or if a juristic person, undergo a change in control, without the prior written consent of SBC.
7.2. However, it is hereby recorded and agreed that SBC may freely, without restriction, at any time, transfer such number of its SBC Shares as shall equal 1% of the issued shares in the Company to SBC Global Limited (a company incorporated in the United Kingdom under file number 7547667) ("SBC Global"). SBC Global shall be required to sign a deed of adherence to this agreement as contemplated in clause 8. For ease of reference where this agreement refers to SBC, this shall be deemed to include SBC Global, once SBC Global is a shareholder.
7.3. If a Shareholder is owed any amounts by the Company on loan account, if he sells any of his shares, he shall be also obliged to dispose of a proportionate share of such loan account.
