Transfer of Voting Shares. 7.1. In the event that at any time any person becomes the holder of Voting Shares by one or more Transfers of Voting Shares by Purchaser, except for Transfers (a) by open market sales made under Rule 144 and permitted hereunder; (b) by open market sales made through broker dealers pursuant to the Registration Statement and permitted hereunder; or (c) to any persons who are not Affiliates of Purchaser and own, after such transfer less than 1% of the Total Current Voting Power, then as a condition to any such Transfer, the Transferee of such Ordinary Shares (each, a "TRANSFEREE") shall execute and deliver to the Company a written undertaking in the form of EXHIBIT C hereto (the "UNDERTAKING") under which such Transferee agrees to be bound by and subject to all the terms and conditions of this Agreement except for Sections 1 and 3. Purchaser shall be responsible for ensuring that each Transferee executes and delivers to the Company the Undertaking.
Appears in 1 contract
Samples: Share Purchase Agreement (Tecnomatix Technologies LTD)
Transfer of Voting Shares. 7.1. In the event that at any time any person becomes the holder of Voting Shares by one or more Transfers of Voting Shares by Purchaser, except for Transfers (a) by open market sales made under Rule 144 and permitted hereunder; (b) by open market sales made through broker dealers pursuant to the Registration Statement and permitted hereunder; or (c) to any persons who are not Affiliates of Purchaser and own, after such transfer less than 1% of the Total Current Voting Power, then as a condition to any such Transfer, the Transferee of such Ordinary Shares (each, a "“TRANSFEREE"”) shall execute and deliver to the Company a written undertaking in the form of EXHIBIT C hereto (the "“UNDERTAKING"”) under which such Transferee agrees to be bound by and subject to all the terms and conditions of this Agreement except for Sections 1 and 3. Purchaser shall be responsible for ensuring that each Transferee executes and delivers to the Company the Undertaking.
Appears in 1 contract
Samples: Share Purchase Agreement (USDATA Liquidating Trust)
Transfer of Voting Shares. 7.14.1. In the event that at any time any person becomes the holder of Voting Shares by one or more Transfers of Voting Shares by Purchaser, except for Transfers to SCP, and except for Transfers (a) by open market sales made under Rule 144 and permitted hereunder; , (b) by open market sales made through broker dealers pursuant to the Registration Statement and permitted hereunder; , or (c) to any persons persons, who are not Affiliates of the Purchaser and own, after such transfer transfer, less than 1% of the Total Current Voting Power, then as a condition to any such Transfer, Transfer the Transferee of such Ordinary Shares (each, a "TRANSFEREE") “Transferee”), shall execute and deliver to the Company a written undertaking in the form of EXHIBIT C Exhibit A hereto (the "UNDERTAKING"“Undertaking”) under which such Transferee agrees to be bound by and subject to all the terms and conditions of this Agreement except for Sections 1 and 3Agreement. Purchaser shall be responsible for ensuring that each Transferee executes and delivers to the Company the Undertaking.
Appears in 1 contract
Transfer of Voting Shares. 7.1. In the event that at any time any person becomes the holder of Voting Shares by one or more Transfers of Voting Shares by Purchaser, except for Transfers (a) by open market sales made under Rule 144 and permitted hereunder; (b) by open market sales made through broker dealers pursuant to the Registration Statement and permitted hereunder; or (c) to any persons who are not Affiliates of Purchaser and own, after such transfer less than 1% of the Total Current Voting Power, then as a condition to any such Transfer, the Transferee of such Ordinary Shares (each, a "TRANSFEREE"“Transferee”) shall execute and deliver to the Company a written undertaking in the form of EXHIBIT Exhibit C hereto (the "UNDERTAKING"“Undertaking”) under which such Transferee agrees to be bound by and subject to all the terms and conditions of this Agreement except for Sections 1 and 3. Purchaser shall be responsible for ensuring that each Transferee executes and delivers to the Company the Undertaking.
Appears in 1 contract
Samples: Share Purchase Agreement (SCP Private Equity Partners Ii Lp)