Transfer Restricted. This Warrant, and any rights hereunder, may not be assigned or transferred, except as provided in the legend hereon and in accordance with and subject to provisions of (i) all applicable state securities Laws and (ii) the Act, and the rules and regulations promulgated thereunder. Any purported transfer or assignment made other than in accordance with this Section 8 shall be null and void and of no force and effect.
Transfer Restricted. Sponsor cannot transfer the rights granted pursuant to this Agreement to any party other than to a successor to the business interest of Sponsor relating to the INVENTION, without the prior written approval of UH.
Transfer Restricted. No Shareholder Interest in the Company may be transferred to a Person without the prior written unanimous approval of (a) all of the Managers and (b) Shareholders holding Shares constituting at least a majority of all Shares. No Shareholder may Dispose of such Shareholder’s Economic Interest in the Company evidenced by the Shares unless such Disposition is a Permitted Disposition.
Transfer Restricted. 3.1.1 No Common Stock, or any interest therein, shall be sold, assigned, transferred, pledged or otherwise encumbered or disposed of, directly or indirectly, except in accordance with the provisions of this Agreement or as required by applicable law. The Company shall not transfer upon its books and records any shares of Common Stock purported to be transferred to any Person in violation of this Agreement.
3.1.2 In addition to each other restriction on transfer contained in this Agreement, except for Rule 144 Sales, a sale of shares in a public offering and a transfer to the Company, no Stockholder shall sell, assign, transfer, pledge or otherwise encumber or dispose of any shares of Common Stock or any interest therein to any Person (regardless of the manner in which such Stockholder initially acquired such Common Stock), unless (a) the certificates representing the shares issued to the transferee bear appropriate legends reflecting the restrictions on transfer contained in this Agreement substantially to the following effect: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 30, 1998 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY) AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT." and (b) the transferee shall have executed and delivered to the Company, as a condition to its acquisition of the Common Stock, an appropriate document confirming that such transferee takes such shares subject to all the terms and conditions of this Agreement.
3.1.3 In addition to each other restriction on transfer contained in this Agreement, no Stockholder shall sell, assign, transfer, pledge or otherwise encumber or dispose of any shares of Common Stock, or any interest therein, to any Person unless such sale, assignment, transfer, pledge or other encumbrance or disposition is pursuant to an effective registration statement under the Securities Act and under applicable state securities laws or an exemption from such registration is available. 8
3.1.4 The restrictions on transfer contained in this Agreement are in addition to, and not in limitation of, each other restriction on transfer contained in the Merger Agreement.
Transfer Restricted. Except as otherwise contemplated by this agreement, no Shareholder shall create any Encumbrance over, sell, pledge, transfer or otherwise dispose of or give any person any rights in or over any Share or interest in any Share, except with the prior written consent of the JV and the other Shareholder. Any transfer, purported transfer or attempted transfer of Shares other than in accordance with this agreement shall be void, and no such transfer shall be recorded or otherwise given any effect by the JV, and the relevant purported transferee shall not (and the purported transferor shall) be treated as the owner of such Shares for all purposes.
Transfer Restricted. This Agreement, the Licensed Technology, the Licensed Technology Derivative Work, the Documentation, the Software, and/or the License granted pursuant to this Agreement (or any interest therein) may not be Transferred without the prior written approval of the non-transferring party, which approval shall not be unreasonably or untimely withheld; provided, however, that a Transfer to an Affiliate shall not require any such approval from the non-transferring party. All other Transfers without such approval shall constitute a breach hereof and convey no rights to or interests in any of them.
Transfer Restricted. Subject to Section 4.4(c), no Shareholder may Transfer any of its Shares without the approval of the Board.
Transfer Restricted. 2.1.1 No shares of Common Stock or any interest therein shall be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by any Stockholder except in accordance with or as otherwise specifically permitted by the provisions of this Agreement. The Company shall not transfer upon its books and records any shares of Common Stock purported to be transferred to any Person in violation of this Agreement, and any such purported transfer shall have no force or effect.
2.1.2 In addition to each other restriction on transfer contained in this Agreement, except for Rule 144 Sales, a sale of shares in a public offering pursuant to this Agreement or a transfer to the Company, no Stockholder shall sell, assign, transfer, pledge, or otherwise encumber or dispose of any shares of Common Stock or any interest therein to any Person (regardless of the manner in which such Stockholder initially acquired such shares of Common Stock), unless (i) the certificates representing the shares issued to the transferee bear appropriate legends reflecting the restrictions on transfer contained in this
Transfer Restricted. Subject to Section 2.07 hereof, each Seller, ------------------- ------------ for itself and for its permitted transferees pursuant to this Section (all of which transferees will be made subject to the terms of this Agreement), agrees that the shares of Buyer Common Stock constituting the Equity Consideration (the "Shares") and the Buyer Notes may be sold, pledged, transferred or otherwise disposed of only under the circumstances set forth below:
Transfer Restricted. Except for Permitted Transfers, no Shareholder shall Transfer any interest in any Shares unless and until the requirement of Sections 2(a)(ii) shall be fulfilled. Any Transfer made or purportedly made in violation of these restrictions shall be null and void, and the Company shall not register or record such attempted Transfer in its books and records.
