Transfer and Encumbrance of Shares. From the date of this Agreement until the earliest of (i) Company Stockholder Approval being obtained, (ii) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof, (iii) if at any time prior to receipt of Company Stockholder Approval, a Company Change of Recommendation in accordance with Section 6.3(e) of the Merger Agreement occurs, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Agreement effected without such Holder’s consent that decreases the amount or changes the form of Merger Consideration payable to all of the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, (v) any breach of the representations and warranties of Parent set forth in Section 5.2(c), or (vi) the termination of this Agreement by the written consent of the parties hereto (such earliest date, the “Termination Date”), each Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement or to any class or series of Heat OpCo Membership Interests Beneficially Owned by such Holder as of the date of this Agreement, (x) Transfer any such Shares or Heat OpCo Membership Interests or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto. Notwithstanding the foregoing, this Section 2.1 shall not prohibit (i) direct or indirect Transfers of capital stock or other interests in any Holder or (ii) a Transfer of any Shares by any Holder to any of its Affiliates; provided, that a Transfer described in this clause (ii) shall be permitted only if, as a precondition to such Transfer, (A) the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement and (B) the Holder Transfers all, but not less than all, of its Shares to only one (1) Person.
Transfer and Encumbrance of Shares. (a) From the date hereof until the Termination Date, the Holder shall not, with respect to any Shares Beneficially Owned by the Holder, (i) Transfer any such Shares or (ii) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto.
(b) Notwithstanding Section 2.1(a), the Holder may: (i) Transfer Shares to one or more Affiliates who (A) is a party to an agreement with NAM Parent and NAM with substantially similar terms as this Agreement or (B) if, as a condition to such Transfer, the recipient agrees in writing to be bound by this Agreement and delivers a copy of such executed written agreement to NAM Parent, NAM and the Company prior to the consummation of such transfer or (ii) Transfer Shares with the prior written consent of each of NAM Parent, NAM and the Company.
(c) Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Holder or any Shares by the Holder to an Affiliate of the Holder; provided, that a Transfer described in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to each of NAM Parent, and NAM, to be bound by all of the terms of this Agreement.
Transfer and Encumbrance of Shares. (a) From the date hereof until the Termination Date, the Holder shall not, with respect to any Shares Beneficially Owned by the Holder, (i) Transfer any such Shares or (ii) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto.
(b) Notwithstanding Section 2.1(a), the Holder may Transfer Shares with the prior written consent of each of NAM Parent, NAM and the Company and if such consent is provided, as a condition to such Transfer, the recipient agrees in writing to be bound by this Agreement and delivers a copy of such executed written agreement to NAM Parent, NAM and the Company prior to the consummation of such Transfer.
Transfer and Encumbrance of Shares. (a) From the date hereof until the Termination Date (as defined below), each Holder shall not (i) Transfer any of its Subject Shares except as permitted by this Agreement, (ii) deposit any of its Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of its Subject Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto or (iii) give instructions with respect to the voting of any of its Subject Shares in any manner that is inconsistent or otherwise take any other action with respect to any of its Subject Shares that would in any way restrict, limit or interfere with the performance by such Holder of its obligations hereunder or the transactions contemplated hereby.
(b) Notwithstanding Section 2.1(a), each Holder may Transfer its Subject Shares:
(i) to one or more of its Affiliates or Permitted Transferees who, as a condition to the consummation of such Transfer, executes and delivers to Parent a written agreement, in form and substance reasonably acceptable to Parent, to assume such Xxxxxx’s obligations hereunder and to be bound by the terms of this Agreement to the same extent as such Holder is bound hereunder and to make each of the representations and warranties hereunder in respect of the Subject Shares transferred as such Holder shall have made hereunder;
(ii) with the prior written consent of Parent; or
(iii) in connection with the satisfaction of the exercise price or a withholding tax liability incident to the vesting, exercise or settlement of any Company Stock Awards.
Transfer and Encumbrance of Shares. (a) From the date hereof until the Termination Date (as defined below), the Holder shall not, with respect to any Shares Beneficially Owned by the Holder, (i) Transfer any such Shares or (ii) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto.
(b) Notwithstanding Section 2.1(a), the Holder may: (i) Transfer Shares to one or more Affiliates who (A) is a party to an agreement with Parent with substantially similar terms as this Agreement or (B) if, as a condition to such Transfer, the recipient agrees in writing to be bound by this Agreement and delivers a copy of such executed written agreement to Parent and the Company prior to the consummation of such transfer; (ii) Transfer Shares with the prior written consent of Parent and the Company; or (iii) Transfer Shares to the extent permitted by Rule 144 of the Securities Act of 1933, as amended, and subject to the volume limitations included therein.
(c) Nothing in this Agreement shall prohibit direct or indirect transfers of any Shares by the Holder to an Affiliate of the Holder; provided, that a Transfer described in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company, to be bound by all of the terms of this Agreement.
Transfer and Encumbrance of Shares. From the date hereof until the Termination Date (as defined below), the Holder shall not, with respect to any Shares Beneficially Owned by the Holder, (a) Transfer any such Shares or (b) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto. Notwithstanding the foregoing, this Section 2,1 shall not prohibit a Transfer of any Shares by the Holder to an affiliate of the Holder (in which case such transferee shall be considered the “Holder” hereunder); provided, that a Transfer described in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing to be bound by the terms of this Agreement.
Transfer and Encumbrance of Shares. 5.01. During the Agreement Effective Period, the Holder shall not, with respect to any Shares Beneficially Owned by the Holder, (i) Transfer any such Shares or (ii) deposit any such Shares into a voting trust or enter into a voting agreement (other than this Agreement and the Transaction Support Agreement) or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto.
5.02. Notwithstanding Section 5.01, the Holder may: (i) Transfer Shares to one or more Affiliates who (A) is a party to an agreement with Parent with substantially similar terms as this Agreement or (B) if, as a condition to such Transfer, the recipient delivers an executed Joinder to Parent and the Company prior to the consummation of such Transfer or (ii) Transfer Shares with the prior written consent of Parent and the Company.
5.03. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Holder or any Shares by the Holder to an Affiliate of the Holder; provided, that a Transfer described in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee delivers to Parent and the Company an executed Joinder.
5.04. The Holder agrees that any shares of Company Common Stock and any other Equity Interests of the Company that the Holder purchases or otherwise acquires or with respect to which the Holder otherwise acquires voting power during the Agreement Effective Period shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares as of the date hereof, and the Holder shall promptly notify the Company of the existence of any such after acquired Equity Interests.
5.05. Upon compliance with the requirements of this Section 5 and delivery of an executed Joinder to Parent and the Company, any transferee that has received Shares shall be deemed a Holder, and the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Shares. Any Transfer or attempted Transfer of Shares in violation of this Section 5 shall, to the fullest extent permitted by Law, be null and void ab initio. In furtherance of the foregoing, the Holder hereby agrees to authorize and instruct the Company to instruct its transfer agent to enter a stop transfer order with respect to all of the Shares....
Transfer and Encumbrance of Shares. 14 13. CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . .18 14.
Transfer and Encumbrance of Shares. 12.1 A transfer of Shares by any Shareholder following the date of this Agreement shall be subject to the following restrictions:
12.1.1 A Shareholder may at any time transfer all (but not less than all) of its Shares to a Wholly-Owned Subsidiary, provided that such Shareholder remains responsible to the other Shareholders for the actions of its Wholly-Owned Subsidiary and hereby guarantees to the other Shareholders that it will procure that such Wholly-Owned Subsidiary acts in relation to such Shares as it would be required to do under the terms of this Agreement and the Articles as if it were still the holder of such Shares and that such Wholly-Owned Subsidiary remains associated to it in the terms of the definition of a Wholly-Owned Subsidiary contained in Clause 1. SAIF may transfer all (but not less than all) of its Shares to a SAIF Associate or Saifullah Family member subject to the same terms, conditions and limitations stated above, after SAIF has provided evidence that the SAIF Associate is a SAIF Associate or the Saifullah Family member is a Saifullah Family member as deemed in Clause 1.
12.1.2 A sale or transfer at any time of the shares of a Wholly-Owned Subsidiary of SAIF, or a SAIF Associate to which Shares have been transferred, or a transfer of an equity interest of 35% or more of SAIF to persons other than the Saifullah family members named in Clause 1, shall be deemed a transfer of Shares subject to the provisions of Clauses 12.1.4 through 12.1.7.
12.1.3 The Shareholders shall procure that no transfer of any Shares to a person other than a Wholly-Owned Subsidiary or a SAIF Associate or Saifullah Family member shall be registered until the transferee has agreed to be bound by the terms of this Agreement by executing a deed of adherence substantially in the form set out in Exhibit C.
12.1.4 A Shareholder may transfer all of its Shares, or any portion thereof equal to or greater than 10% of the total paid up share capital of the Company, provided, however, that the transferring Shareholder retains not less than 10% of the total paid up share capital after such transfer, except for SAIF, who may transfer only all and not less than all of its Shares, to a third party in accordance with the provisions of Clauses 12.1.5 through 12.
Transfer and Encumbrance of Shares. Issuance of New Shares and New ------------------------------------------------------------------- Shareholders........................................................12 ------------
