Transfer of Executive Stock Sample Clauses

Transfer of Executive Stock. Executive shall not sell, transfer, --------------------------- assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in any shares of Executive Stock (a "Transfer"), except pursuant to (i) the provisions of paragraph 3 hereof, a Sale of the Company or a Public Sale ("Exempt Transfers") or (ii) the provisions of this paragraph 4; provided that in no event shall any Transfer of Executive Stock pursuant to this paragraph 4 be made for any consideration other than cash payable upon consummation of such Transfer or in installments over time. Prior to making any Transfer other than an Exempt Transfer, Executive shall deliver written notice (the "Sale Notice") to the Company and the Investors. The Sale Notice shall disclose in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of the proposed transfer. Executive shall not consummate any Transfer until 30 days after the Sale Notice has been given to the Company and to the Investors, unless the parties to the Transfer have been finally determined pursuant to this paragraph 4 prior to the expiration of such 30-day period. (The date of the first to occur of such events is referred to herein as the "Authorization Date".)
AutoNDA by SimpleDocs
Transfer of Executive Stock. No Executive shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) (a "Transfer") any interest in any shares of Executive Stock, except pursuant to the provisions of paragraph 4 hereof, this paragraph 5 or in connection with a Sale of the Company, unless otherwise agreed to by the Company.
Transfer of Executive Stock. Executive will not sell, pledge, transfer or otherwise dispose of (a "Transfer") any interest in any shares of Executive Stock, except pursuant to the provisions of Sections 4, 5(b), 6, 7 and 8 hereof.
Transfer of Executive Stock. The holder of Executive Stock shall --------------------------- not Transfer any interest in any shares of Executive Stock, except pursuant to (i) the provisions of Section 3 hereof, (ii) the provisions of Section 3 of the Stockholders Agreement (a "Participating Sale"), (iii) an Approved Sale (as ------------------ defined in Section 5 of the Stockholders Agreement), or (iv) the provisions of Section 4(b) below.
Transfer of Executive Stock. Without the express written consent of --------------------------- the Company to transfers of Executive Stock in accordance with the terms of this Agreement, Executive will not sell, pledge or otherwise transfer any interest in any shares of Executive Stock, except pursuant to (i) the provisions of paragraphs 2, 3 and 7 hereof, (ii) the provisions of paragraph 4(b) below, (iii) pursuant to the Registration Agreement, dated as of December 20, 1994, as amended, among the Company and its stockholders or (iv) pursuant to the provisions of the 1996 Plan.
Transfer of Executive Stock. Prior to the earlier to occur of (x) the fifth anniversary of the date of the Closing or (y) 100 days following the Termination, Executive shall not sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in any shares of Executive Stock (a "Transfer"), except pursuant to (i) the provisions of Section 3 hereof, a Public Sale or a Sale of the Company ("Exempt Transfers") or (ii) the approval of the Company and the Investor and pursuant to the provisions of this Section 4; provided that in no event shall any Transfer of Executive Stock pursuant to this Section 4 be made for any consideration other than cash payable upon consummation of such Transfer or in installments over time. Prior to making any Transfer other than an Exempt Transfer (whether such Transfer occurs prior to or following the dates set forth in clauses (x) and (y) above), Executive will give written notice (the "Sale Notice") to the Company and the Investor. The Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of the proposed transfer. Executive will not consummate any Transfer until 90 days after the Sale Notice has been given to the Company and to the Investor, unless the parties to the Transfer have been finally determined pursuant to this Section 4 prior to the expiration of such 90-day period. The date of the first to occur of such events is referred to herein as the "Authorization Date". Notwithstanding the foregoing, in no event shall Executive be entitled to Transfer (A) any Unvested Shares of Executive Stock, other than to the Company or the Investor pursuant to Section 3 until, in the case of Time Vesting Shares which are Unvested Shares, 100 days following such Termination, and in the case of Performance Vesting Shares which are Unvested Shares, the later of 100 days following such Termination or, if the Additional Benefits Requirements are satisfied, 100 days following the date upon which it is finally determined whether such shares shall become Vested Shares or (B) any Shares of Executive Stock which the Company and/or the Investor have elected to purchase pursuant to Section 3, except to the Company or the Investor, as applicable.
Transfer of Executive Stock. Prior to the earlier to occur of (i) a Liquidity Event and (ii) a Public Offering, the Executive shall not Transfer any interest in any shares of Reserved Stock, except pursuant to (i) the provisions of SECTION 2 hereof and (iii) an Approved Sale (as defined in Section 6 of the Stockholders Agreement). The holders of Carried Stock and, after the earlier to occur of (i) a Liquidity Event and (ii) a Public Offering, the Reserved Stock shall not Transfer any interest in any shares of such Executive Stock, except pursuant to (i) the provisions of SECTION 4 hereof, (ii) the provisions of Section 4 of the Stockholders Agreement (a "PARTICIPATING SALE"), (iii) an Approved Sale (as defined in Section 6 of the Stockholders Agreement) or (iv) the provisions of SECTION 5(b) below.
AutoNDA by SimpleDocs
Transfer of Executive Stock. Executive will not sell, pledge, transfer or otherwise dispose of (a "Transfer") any interest in any shares of Executive Stock, except (i) pursuant to the provisions of Sections 3, 4 or 8 hereof, (ii) pursuant to applicable laws of descent and distribution, or (iii) among Executive's Family Group; provided, that the restrictions contained in this Section 5 will continue to be applicable to the shares of Executive Stock after any Transfer of the type referred to in clause (ii) or (iii) above and, as a condition to any such Transfer, the transferees of such shares of Executive Stock must agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Stock pursuant to a Transfer in accordance with clause (ii) or (iii) above is herein referred to as a "Permitted Transferee." Upon the proposed Transfer of Executive Stock pursuant to clause (ii) or (iii) above, Executive or a Permitted Transferee Transferring such Executive Stock will deliver a written notice (a "Transfer Notice") to the Company, which discloses in reasonable detail the identity of the Permitted Transferee(s).
Transfer of Executive Stock. Until 100 days following Termination, Executive shall not be permitted to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in any Repurchasable Stock (a "Transfer"), other than to the Company or the Investor pursuant to Section 3 hereof.
Transfer of Executive Stock. On or prior to the Restriction Lapse --------------------------- Date, Executive shall not transfer any interest in any shares of Executive Stock (a "Transfer"), except pursuant to the provisions of paragraph 5 or 6(e) of this -------- Agreement. After the Restriction Lapse date, Executive shall not Transfer any interest in any shares of Executive stock except (i) pursuant to the provisions of paragraph 5 or 6(e) of this Agreement, (ii) in a Public Sale or (iii) pursuant to the provisions of paragraphs 6(b), 6(c) and 6(d) of this Agreement. Prior to effecting any Transfer of Executive Stock (other than to the Company, Management or GTCR), Executive shall obtain from each transferee their written agreement to be bound by the provisions of paragraph 6 of this Agreement for the benefit of the Company, Management and GTCR.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!