Transfer of Equity Securities. 42 SCHEDULE 7.................................................................. 43
Transfer of Equity Securities. The Shareholders shall use their respective powers to procure that:
Transfer of Equity Securities. (a) None of the ----------------------------- Affiliated Equity Holders shall, directly or indirectly, sell, transfer or otherwise dispose of any Equity Securities except (i) pursuant to a registered underwritten public offering in accordance with the Registration Rights Agreement, (ii) in accordance with Rule 144 promulgated under the Securities Act, (iii) to any direct or indirect Subsidiary of Sprint and (iv) in a transaction effected in accordance with the so-called "Section 4(1 1/2)" exemption under the Securities Act.
(b) Subject to the provisions of Section 4.02(e), 4.03(d) and 4.04(b) hereof, and notwithstanding the permissive aspects of items (i) through (iv) of Section 5.01(a) hereof, none of the Affiliated Equity Holders shall, directly or indirectly, sell, transfer or otherwise dispose of any interest in any Equity Securities to any purchaser or group (within the meaning of Rule 13d-5(b) under the Exchange Act) of purchasers, if, after giving effect to such sale, such purchaser or group of purchasers would, to Sprint's knowledge, own, or have the right to acquire, 5% or more of the Equity Securities then outstanding, except to any Person that is not obligated (or would not, by virtue of such purchase, reasonably be anticipated to be obligated) to file a Schedule 13D with the SEC pursuant to each of paragraphs (b) and (e) of Rule 13d-1 under the Exchange Act.
(c) None of the Affiliated Equity Holders shall sell, transfer or otherwise dispose of any of the capital stock of any Subsidiary of such Affiliated Equity Holder that owns Equity Securities, except to another Subsidiary of Sprint, and then only if such Subsidiary complies with the transfer and assignment provisions of Section 7.05 hereof.
(d) Purported transfers of Equity Securities that are not in compliance with this Article V shall be of no force or effect.
(e) Notwithstanding the foregoing, sales, transfers and dispositions among a group consisting only of Affiliated Equity Holders shall not constitute a breach of this Section 5.01, provided that each of such Affiliated Equity Holders complies with the transfer and assignment provisions of Section 7.05 hereof.
Transfer of Equity Securities. Except as otherwise contemplated by the Merger Agreement or this Agreement, each Stockholder agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), create any Lien or pledge, dispose of or otherwise encumber any of the Covered Securities or otherwise agree to do any of the foregoing (a “Transfer”), (b) deposit any of the Covered Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement or (c) enter into any contract, option or other arrangement or undertaking requiring the direct acquisition or sale, assignment, transfer or other disposition of any of the Covered Securities; provided, that, in the case of a stockholder that is an individual or trust, such stockholder may transfer or agree to transfer Covered Securities, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entity, or to a charitable organization, including a donor advised trust; provided further, that nothing herein shall prohibit a Transfer to an affiliate of the Stockholder or to another Stockholder of the Company; in each case of the foregoing, provided that such transferee shall sign a joinder to this Agreement and agree to be bound by the terms hereof as if an original Stockholder party hereto.
Transfer of Equity Securities. Franchisee understands and acknowledges that the rights and duties set forth in this Agreement are personal to Franchisee and that Franchisor has granted such rights in reliance on the business skill, financial capacity and personal character of Franchisee and Franchisee's Owners and any guarantor of Franchisee. Accordingly, neither Franchisee nor any initial or subsequent successor assignee to any part of Franchisee's interest in this Agreement, or any individual, partnership, corporation, or other entity which directly or indirectly has or owns any interest in this Agreement or in Franchisee shall sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise encumber any direct or indirect interest in this Agreement or in any entity which owns this Agreement without the prior written consent of Franchisor except as set forth in the Guidelines of Franchisor in effect from time to time. Any purported assignment or transfer, by operation of law or otherwise not having the written consent of Franchisor required by this SECTION 14.2(F) shall be null and void and shall constitute a material breach of this Agreement.
Transfer of Equity Securities. Until the closing of a Qualified IPO, the following restrictions shall apply to the transfer of Equity Securities:
Transfer of Equity Securities. Except as otherwise contemplated by the Business Combination Agreement or this Agreement, each Stockholder agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), create any Lien or pledge, dispose of or otherwise encumber any of the Covered Securities or otherwise enter into any contract, option, commitment or other arrangement or understanding with respect to the foregoing, (b) deposit any of the Covered Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto, or take any other action which would, or would reasonably be expected to, be inconsistent with this Agreement or result in a diminution of the voting power represented by the Covered Securities , (c) enter into any contract, option or other arrangement or undertaking requiring the direct acquisition or sale, assignment, transfer or other disposition of any of the Covered Securities; provided, that, in the case of a stockholder that is an individual or trust, such stockholder may transfer or agree to transfer Covered Securities, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entity, or to a charitable organization, including a donor advised trust, and such transferee shall sign a joinder to this Agreement and agree to be bound by the terms hereof as if an original Stockholder party hereto, or (d) commit or agree to take any of the foregoing actions.
Transfer of Equity Securities. Section 2.1. General Restrictions on Transfers 10 Section 2.2. Permitted Transfers; Restrictions on Transfers by Non-H&F Stockholders Transfers 13 Section 2.3. Tag-Along Rights 13 Section 2.4. Drag-Along Rights 15 Section 2.5. Grant of Preemptive Rights to Stockholders 17 Section 2.6. Company’s Right 19 Section 2.7. Certain Transfers after an Initial Public Offering. 21 Section 2.8. Termination of this Article II 21 Section 3.1. Required Registration 21 Section 3.2. Incidental Registration 24 Section 3.3. Registration Procedures 25 Section 3.4. Preparation; Reasonable Investigation 29 Section 3.5. Rights of Requesting Holders 29 Section 3.6. Registration Expenses 29 Section 3.7. Indemnification; Contribution 29 Section 3.8. Holdback Agreements; Registration Rights to Others 32 Section 3.9. Availability of Information 32 Section 3.10. Additional Registration Rights 32
Transfer of Equity Securities. Developer understands and acknowledges that the rights and duties set forth in this Agreement are personal to Developer and that Xxxxxxx has granted such rights in reliance on the business skill, financial capability, and personal character of Developer and Developer's Owners and any guarantor of Developer. Accordingly, neither Developer nor any initial subsequent successor or assignee to any part of Developer's interest in this Agreement, nor any individual, partnership, corporation, or other entity which directly or indirectly has or owns any interest in this Agreement or in the Developer shall sell, assign, transfer, convey, give away, pledge, mortgage or otherwise encumber any direct or indirect interest in this Agreement or in any entity which owns this Agreement without the prior written consent of Xxxxxxx except as set forth in the Guidelines of Xxxxxxx in effect from time to time. Any purported assignment or transfer, by operation of law or otherwise, not having the written consent of Xxxxxxx required by this SECTION 8.2(F) shall be null and void and shall constitute a material breach of this Agreement.
Transfer of Equity Securities. (a) None of the Affiliated Equity Holders shall, directly or indirectly, sell, transfer or otherwise dispose of any Equity Securities except in accordance with federal and state law.
(b) None of the Affiliated Equity Holders shall, directly or indirectly, sell, transfer or otherwise dispose of any interest in any Equity Securities, including the disposition of the securities of an Affiliated Equity Holder, to any purchaser or group (within the meaning of Rule 13d-5(b) under the Exchange Act) of purchasers, if, after giving effect to such sale, such purchaser or group of purchasers would own, or have the right to acquire, 5% or more of the Equity Securities then outstanding; however, if EarthLink has a stockholders rights plan (a "poison pill") in effect, the 5% ceiling shall be increased to a level equal to the ownership threshold necessary to trigger the stockholders rights plan.
(c) Purported transfers of Equity Securities that are not in compliance with this Article V shall be void and of no force or effect.
(d) Notwithstanding the foregoing, sales, transfers and dispositions among a group consisting only of Affiliated Equity Holders and/or Affiliates of the Affiliated Equity Holders shall not constitute a breach of this Section 5.01.
