Specific Transfer Restrictions. (a) Without the prior approval of the Non-TWVC Directors, the TWVC Funds shall not, and shall not permit any of their respective Affiliates to, in a block trade or similar arrangement: (i) Transfer Voting Securities or Convertible Securities to any Person or Group that, after consummation of such Transfer, would, to the TWVC Fund’s knowledge, have Beneficial Ownership of Voting Securities representing in the aggregate more than 15% of the outstanding Voting Securities of the Company; (ii) Transfer Voting Securities or Convertible Securities representing in the aggregate 15% or more of the outstanding Voting Securities of the Company to a single purchaser or Group; or (iii) Knowingly transfer Voting Securities or Convertible Securities to any Person or Group that is a competitor of the Company or an Affiliate of such competitor. (b) Notwithstanding anything to the contrary in this Agreement, the TWVC Funds shall not, and shall not permit any of their respective Affiliates to, Transfer the Series A Preferred to any Person or Group other than one of the TWVC Funds or their respective Affiliates who agree to be bound by all of the terms and conditions of this Agreement applicable to the TWVC Funds. (c) Without the prior approval of the Non-TWVC Directors, the TWVC Funds shall not, and shall not permit any of their respective Affiliates to Transfer Voting Securities or Convertible Securities representing in the aggregate 35% or more of the outstanding Voting Securities of the Company to any Person or Group in one transaction or series of related transactions other than pursuant to a Change of Control transaction in which all holders of Voting Securities have the opportunity to receive the same consideration per share of Common Stock as that received by the TWVC Funds in such transaction(s). (d) The TWVC Funds acknowledge that the Restricted Shares have not been registered under the Securities Act and may not be Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. The TWVC Funds covenant that the Restricted Shares will only be disposed of pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state and foreign securities laws. In connection with any Transfer o...

Specific Transfer Restrictions. Subject Section 3.2, until the first to occur of (i) the first time in which Investor Beneficially Owns Voting Securities representing less than 5% of the outstanding Company Stock, (ii) the Company Stock ceases to be traded on Nasdaq or (iii) immediately prior to the consummation of a Change of Control, Investor shall not, without the prior approval of the Board, Transfer any of the Shares other than: (a) in transactions made in compliance with the volume and manner of sale restrictions set forth in clauses (e) and (f) of Rule 144 promulgated under the Securities Act; (b) in a privately negotiated block trade transaction executed through a broker; (c) pursuant to an underwritten distribution of Voting Securities; (d) pursuant to Investor’s exercise of its rights under Section 2.2 of the Registration Rights Agreement; (e) pursuant to any Transfer to the Company or any of its Subsidiaries; (f) in connection with any Change of Control; or (g) to an Affiliate of Investor that executes and delivers to the Company an agreement to be subject to, and bound by, the terms of this Agreement to the same extent as Investor (provided that Investor shall remain a party to this Agreement and shall be responsible for any breach of this Agreement by such Affiliate).

Specific Transfer Restrictions. Section 3.2(g) of the Original Agreement is hereby amended by amending and restating clause (v) thereof in its entirety as follows: “to TD or any of its Subsidiaries pursuant to the purchases contemplated by Section 5.8(a) hereof or otherwise, subject to the limitations of Section 2.1(a)(i)(A) hereof.”

Specific Transfer Restrictions. (a) Without the prior approval of the Non-DSM Directors, DSM shall not, and shall not permit DSM Parent or any of its other Subsidiaries or controlled Affiliates to: (i) Except as permitted under Section 3.3, Transfer any Transfer Restricted Shares to any Person or Group that is or includes a Competitor; or (ii) Except as permitted under Section 3.3, Transfer any Transfer Restricted Shares to any Person or Group prior to May 11, 2018. (b) Other than with respect to any Transfer permitted by Section 3.3, prior to any Transfer of Transfer Restricted Shares to any Person or Group, DSM shall first provide the Company with ten (10) days prior written notice of its intent to Transfer any Transfer Restricted Shares. Thereafter, DSM agrees to negotiate in good faith with the Company with respect to the purchase by the Company or any other third parties introduced to DSM by the Company of such Transfer Restricted Shares subject to such proposed Transfer. (c) DSM acknowledges that the Restricted Shares have not been registered under the Securities Act and may not be Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. DSM covenants that the Restricted Shares will only be disposed of pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state and foreign securities laws. In connection with any Transfer of Restricted Shares other than pursuant to an effective registration statement or to the Company, or pursuant to Rule 144, the Company may require DSM to provide to the Company an opinion of counsel selected by the DSM and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any legal opinion, except to the extent that the transfer agent requests such legal opinion, any Transfer of Restricted Shares by DSM to DSM Parent or another Subsidiary or controlled Affiliate of DSM Parent, provided that the Transfer is effected in accordance with Section 3.3. (d) DSM ...

Specific Transfer Restrictions. (a) Prior to the Restriction Termination Date, no Shareholder shall Transfer any Company Securities which it or any of its Affiliates beneficially owns, except: (i) Transfers of Company Securities to one or more of its Affiliates or Portfolio Companies (each, a “Permitted Transferee”) so long as such Permitted Transferee (other than a Permitted Transferee already party to this Agreement) shall have prior to such Transfer executed and delivered to the Company a written joinder agreement in the form of Exhibit B hereto agreeing to be bound by the terms of this Agreement; (ii) if at the time of such Transfer all applicable conditions of Rule 144 under the 1933 Act are satisfied with respect to a Transfer of such Company Securities, Transfers of Company Securities by a Shareholder that is an investment fund or similar fund to such Shareholder’s limited partners, partners or other investors pursuant to a distribution that is made pro rata to such limited partners or other investors in accordance with the respective partnership and/or other governing documents of such Shareholder (including taking into account provisions relating to fees and carried interest) without the payment of any additional consideration therefor by any such limited partner, partner or other investor; provided that in no event shall the Company Securities Transferred to any limited partner or other investor (together, to the extent known (without any obligation of inquiry or investigation), with such limited partner’s or other investor’s Affiliates) pursuant to this clause (ii) (whether in one or a series of distributions) represent in the aggregate 1% or more of the Total Voting Power outstanding at such time (excluding from the applicability of this proviso the general partner of such investment fund or similar fund or any other Affiliate of such Shareholder); provided, further, that as a condition precedent to any Transfer to the general partner of such investment fund or similar fund or any other Affiliate of such Shareholder pursuant to this clause (ii), the general partner or such other Affiliate shall have executed and delivered to the Company a written joinder agreement in accordance with clause (i) above (but only to the extent that this Agreement would not terminate with respect to such Shareholder immediately following such distribution-in- kind pursuant to Section 6.01(b), without regard to the three-month period set forth in such Section); provided, however, that no such joind...

Specific Transfer Restrictions. (a) Except with the prior written consent of the Company (which it may withhold in its sole discretion), beginning at the Closing Date and ending on (but not including) the date that is eight months after the Closing Date, the Stockholder shall not, nor shall it permit any of its Affiliates to, Transfer any Company Securities Beneficially Owned by the Stockholder, other than Transfers (i) pursuant to an Exchange, (ii) effected in order to comply with the requirements of ‎Section 2.02(d), (iii) to a Permitted Transferee, (iv) to the extent required by a Regulatory Requirement, (v) pursuant to Section 5.02(b) or (vi) following the occurrence of a Triggering Event. Following the date that is eight months after the Closing Date, the Stockholder and its Affiliates may Transfer all or any of their Company Securities, subject to compliance with the other provisions in this Article 3 and the Charter.

Related to Specific Transfer Restrictions

Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.
Transfer Restriction No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.
Lock-up; Transfer Restrictions (a) The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of the Company’s initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. (b) Subject to the provisions set forth in paragraph 5(c), the Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or the Ordinary Shares underlying such Private Placement Warrants until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants or Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors, any affiliates or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section [6(h)] of the Underwriting Agreement.
General Transfer Restrictions The right of any Unitholder to Transfer any Shares held by it is subject to the restrictions set forth below. (a) Each Unitholder acknowledges that the Shares have not been registered under the Securities Act and may not be Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Unitholder covenants that the Shares will only be disposed of pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state and foreign securities laws. In connection with any Transfer of the Shares other than a Transfer (i) pursuant to an effective registration statement, (ii) to the Company or (iii) pursuant to Rule 144, the Company may require the Unitholder to provide to the Company an opinion of counsel selected by the Unitholder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration under the Securities Act. (b) Each Unitholder agrees to the affixing, so long as is required by this Section 2.1, of the following legend on any certificate or book-entry position evidencing any of the Shares: Certificates or book-entry positions evidencing the Shares shall not be required to contain such legend or any other legend (i) following any sale of such Shares pursuant to an effective registration statement (including the Registration Statement described in Section 3.1) covering the resale of the Shares, (ii) following any sale of such Shares pursuant to Rule 144 or if the Shares are transferrable by a person who is not an Affiliate of the Company or the applicable Unitholder pursuant to Rule 144 without any volume or manner of sale restrictions thereunder, (iii) if Holder is not an Affiliate of the Company, six (6) months following the Closing, provided, however, that in the case of (i), (ii) and (iii), above, the Unitholder provides the Company with customary legal representation letters reasonably acceptable to the Company or (iv) if the Unitholder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act. Whenever such restrictions shall cease and terminate as to any Shares, the Holder of such securities shall be entitled to receive from the Company upon a written request in writing, without expense, new securities of like tenor not bearing the legend set forth herein. (c) Notwithstanding anything herein to the contrary, following registration of the Shares, each Unitholder agrees not to sell any Shares issued to such Unitholder if the sales of such shares would, when combined with the sale of any other Shares by such Unitholder in any one (1) day period, exceed five percent (5%) of the average daily trading volume of the Company’s common stock on the New York Stock Exchange over the five (5) trading days immediately preceding such date of sale; provided, however, that if the aggregate number of Shares represents less than fifty percent (50%) of the average daily trading volume of the Company’s common stock on the New York Stock Exchange over the five (5) trading days preceding the Closing Date (as defined in the Purchase Agreement) (the “Average Volume”), such resale volume limitations shall not apply. If the aggregate number of Shares issued to a Unitholder represents more than the Average Volume, the Company may place such legends or stock transfer restrictions on the Shares as shall be appropriate for enforcing the provisions of this Section 2(c).
Additional Transfer Restrictions (a) No transfer of the Residual Certificates shall be made unless the Servicer has consented in writing to such transfer. No Residual Certificate may be transferred to a Disqualified Organization. The Servicer will not consent to any proposed transfer (i) to any investor that it knows is a Disqualified Organization or (ii) if the transfer involves less than an entire interest in a Residual Certificate unless (A) the interest transferred is an undivided interest or (B) the transferor or the transferee provides the Servicer with an Opinion of Counsel obtained at its own expense to the effect that the transfer will not jeopardize the REMIC status of any related REMIC. The Servicer's consent to any transfer is further conditioned the Servicer's receipt from the proposed transferee of (x) a Residual Transferee Agreement, (y) a Benefit Plan Affidavit, and (z) either (A) if the transferee is a Non-U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 8-A to Exhibit 8 to the Standard Terms and a certificate of the transferor stating whether the Class R Certificate has "tax avoidance potential" as defined in Treasury Regulations Section 1.860G-3(a)(2), or (B) if the transferee is a U.S. Person, an affidavit in substantially the form attached as Exhibit 8-B to Exhibit 8 to the Standard Terms. In addition, if a proposed transfer involves a Private Certificate, (1) the Servicer or the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration or qualification exemption(s) relied upon to exempt the transfer from registration under the Act and all applicable state securities or "blue sky" laws, and (2) if the transfer is to be made within three years after the acquisition thereof by a non-Affiliate of the Company from the Company or an Affiliate of the Company, the Servicer or the Trustee also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Company, the Trustee or the Servicer. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the initial transfer of the Residual Certificates or their transfer by a broker or dealer, if such broker or dealer was the initial transferee. Notwithstanding the fulfillment of the prerequisites described above, the Servicer may withhold its consent to, or the Trustee may refuse to recognize, a transfer of a Residual Certificate, but only to the extent necessary to avoid a risk of disqualification of a related REMIC as a REMIC or the imposition of a tax upon any such REMIC. Any attempted transfer in violation of the foregoing restrictions shall be null and void and shall not be recognized by the Trustee. (b) If a tax or a reporting cost is borne by a related REMIC as a result of the transfer of the Residual Certificates or any beneficial interest therein, in violation of the restrictions referenced herein, the Transferor shall pay such tax or cost and, if such tax or costs are not so paid, the Trustee, upon notification from the Servicer, shall pay such tax or reporting cost with amounts that otherwise would have been paid to the transferee of such Residual Certificates. In that event, neither the Transferee nor the transferor shall have any right to seek repayment of such amounts from the Company, the Servicer, the Trustee, the Trust, the REMIC or the holders of any other Certificates, and none of such parties shall have any liability for payment of any such tax or reporting cost. In the event that a Residual Certificate is transferred to a Disqualified Organization, the Servicer shall make, or cause to be made, available the information necessary for the computation of the excise tax imposed under section 860E(e) of the Code.
No Transfer Restrictions The Depositor has not created, incurred or suffered to exist any restriction on transferability of the Receivables except for the restrictions on transferability imposed by this Agreement. The transfer of the Receivables and the Receivable Files by the Depositor to the Issuer pursuant to this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.
Instructions Regarding Transfer Restrictions The Holder consents to the Company making a notation on its records and giving instructions to any transfer agent in order to implement the restrictions on transfer established in this Section 5.
Restrictions on Transfer; Restrictive Legends Except as otherwise permitted by this Section 2, each Warrant shall (and each Warrant issued upon direct or indirect transfer or in substitution for any Warrant pursuant to Section 1.6 or Section 4 herein shall) be stamped or otherwise imprinted with a legend in substantially the following form: THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS. Except as otherwise permitted by this Section 2, each stock certificate for Warrant Shares issued upon the exercise of any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE (THE "SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND (II) UPON RECEIPT BY THE CORPORATION OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE WITH THE ACT AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. Notwithstanding the foregoing, the Warrantholder may require the Company to issue a Warrant or a stock certificate for Warrant Shares, in each case without a legend, if either (i) such Warrant or such Warrant Shares, as the case may be, have been registered for resale under the Securities Act, or (ii) the Warrantholder has delivered to the Company an opinion of legal counsel, which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company's counsel, to the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may be.
Removal of Transfer Restrictions Without limiting the generality of any other provision of this Indenture (including Section 3.04), the Restricted Note Legend affixed to any Note will be deemed, pursuant to this Section 2.12 and the footnote to such Restricted Note Legend, to be removed therefrom upon the Company’s delivery to the Trustee of notice, signed on behalf of the Company by one (1) of its Officers, to such effect (and, for the avoidance of doubt, such notice need not be accompanied by an Officer’s Certificate or an Opinion of Counsel in order to be effective to cause such Restricted Note Legend to be deemed to be removed from such Note). If such Note bears a “restricted” CUSIP or ISIN number at the time of such delivery, then, upon such delivery, such Note will be deemed, pursuant to this Section 2.12 and the footnotes to the CUSIP and ISIN numbers set forth on the face of the certificate representing such Note, to thereafter bear the “unrestricted” CUSIP and ISIN numbers identified in such footnotes; provided, however, that if such Note is a Global Note and the Depositary thereof requires a mandatory exchange or other procedure to cause such Global Note to be identified by “unrestricted” CUSIP and ISIN numbers in the facilities of such Depositary, then (i) the Company will effect such exchange or procedure as soon as reasonably practicable; and (ii) for purposes of Section 3.04 and the definition of Freely Tradable, such Global Note will not be deemed to be identified by “unrestricted” CUSIP and ISIN numbers until such time as such exchange or procedure is effected.
Removal of Legend and Transfer Restrictions The legend relating to the Act endorsed on a certificate pursuant to paragraph 5(a) of this Warrant shall be removed and the Company shall issue a certificate without such legend to the Holder of the Securities if (i) the Securities are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available or (ii) the Holder provides to the Company an opinion of counsel for the Holder reasonably satisfactory to the Company, a no-action letter or interpretive opinion of the staff of the SEC reasonably satisfactory to the Company, or other evidence reasonably satisfactory to the Company, to the effect that public sale, transfer or assignment of the Securities may be made without registration and without compliance with any restriction such as Rule 144.

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