Transfer to Permitted Transferees. Subject to the provisions of Section 3.4 and Section 3.3(b), each Permitted Transferee of any Shareholder to which Shares are Transferred shall, and such Shareholder shall cause such Permitted Transferee to, Transfer back to such Shareholder (or to another Permitted Transferee of such Shareholder) any Shares it owns if such Permitted Transferee ceases to be a Permitted Transferee of such Shareholder.
Transfer to Permitted Transferees. A Stockholder may Transfer its Common Shares to a Permitted Transferee of such Stockholder; provided that each Permitted Transferee of any Stockholder to which Common Shares are Transferred shall, and such Stockholder shall cause such Permitted Transferee to, Transfer back to such Stockholder (or to another Permitted Transferee of such Stockholder) any Common Shares it owns if such Permitted Transferee ceases to be a Permitted Transferee of such Stockholder. Notwithstanding the foregoing, the foregoing proviso shall not apply to those Persons described in clause (ii) of the definition of “Permitted Transferee”.
Transfer to Permitted Transferees. (a) Following the Initial Share Holding Period, any Stockholder may Transfer any or all of the Subject Shares held by it to any Permitted Transferee of such Stockholder. Each Permitted Transferee will be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing and delivering an Assumption Agreement and, upon executing and delivering an Assumption Agreement, will be treated as a Stockholder for all purposes hereof, including, but not limited to, the transfer restrictions set forth in Article III hereof.
(b) Each Permitted Transferee of any Stockholder to which Subject Shares are Transferred shall, and such Stockholder shall cause such Permitted Transferee to, Transfer back to such Stockholder (or to another Permitted Transferee of such Stockholder) any Subject Shares it owns prior to such Permitted Transferee ceasing to be a Permitted Transferee to such Stockholder.
(c) This Section 3.4 shall not apply to the grant by J.X. Xxxxxx of a participation interest to one or more other investment funds managed by a Controlled Affiliate of J.X. Xxxxxx without change in record ownership.
Transfer to Permitted Transferees. (a) Subject to the limitation set forth in Section 2.1, any Stockholder may Transfer any or all of the Shares held by it to any Permitted Transferee of such Stockholder who duly executes and delivers an Assumption Agreement, provided that such Transfer shall not be effective unless and until the Company shall have been furnished with information reasonably satisfactory to it demonstrating that such Transfer is exempt from or not subject to the provisions of Section 5 of the Securities Act and any other applicable securities laws.
(b) Each Permitted Transferee of any Stockholder to which Shares are transferred shall, and such Stockholder shall cause such Permitted Transferee to, transfer back to such Stockholder (or to another Permitted Transferee of such Stockholder) any Shares it owns prior to such Permitted Transferee ceasing to be a Permitted Transferee to such Stockholder.
(c) This Section 2.2 shall not apply to the grant by X.X. Xxxxxx of a participation interest to one or more other investment funds managed by a controlled Affiliate of X.X. Xxxxxx Chase & Co. without change in record ownership.
Transfer to Permitted Transferees. A Restricted Stockholder may Transfer its Restricted Shares to a Permitted Transferee of such Restricted Stockholder; provided that each Permitted Transferee of any Restricted Stockholder to which Restricted Shares are Transferred shall, and such Restricted Stockholder shall cause such Permitted Transferee to, Transfer back to such Restricted Stockholder (or to another Permitted Transferee of such Restricted Stockholder) any Restricted Shares it owns if such Permitted Transferee ceases to be a Permitted Transferee of such Restricted Stockholder. Notwithstanding the foregoing, the foregoing proviso shall not apply to those Persons described in clause (ii) of the definition of “Permitted Transferee”.
Transfer to Permitted Transferees. (a) Subject to the provisions of this Section 2.2, any Stockholder may Transfer any or all of the Shares held by it to any Permitted Transferee of such Stockholder. If (i) a Stockholder Transfers any or all of the Shares held by it to any Permitted Transferee of such Stockholder or (ii) if any Major Stockholder, Xxxxxxx or Xxxxxxx Transfers any or all of their Shares to a Major Stockholder or Permitted Transferee of any Major Stockholder, such Permitted Transferee shall duly execute and deliver an Assumption Agreement and the Transfer shall not be effective unless and until the Company shall have been furnished with information reasonably satisfactory to it demonstrating that such Transfer is exempt from or not subject to the provisions of Section 5 of the Securities Act and any other applicable securities laws; and provided, further, that any Stockholder that Transfers Shares to a Permitted Transferee shall remain liable for all of the obligations of such Permitted Transferee under this Agreement, unless otherwise agreed in writing by the Company and the other Stockholders.
(b) If either ESL or ACOF transfers any Shares to its respective Permitted Transferees, it shall cause such Permitted Transferees to honor all of the terms and conditions of this Agreement.
(c) Each Permitted Transferee of any Stockholder to which Shares are Transferred shall, and such Stockholder shall cause such Permitted Transferee to, Transfer back to such Stockholder (or to another Permitted Transferee of such Stockholder) any Shares it beneficially owns prior to such Permitted Transferee ceasing to be a Permitted Transferee of such Stockholder.
Transfer to Permitted Transferees. Notwithstanding the provisions of Section 4.01, a Shareholder may Transfer any or all of its Company Shares at any time to a Permitted Transferee; provided, that such Permitted Transferee shall agree in writing that it shall, upon such Transfer, assume with respect to such Company Shares the transferor’s obligations under this Agreement and become a Party for such purpose and be treated as a Shareholder for all purposes of this Agreement, and become a party to any other applicable agreement or instrument executed and delivered by such transferor in respect of the Company Shares.
Transfer to Permitted Transferees. Subject to the provisions of Section 9(d), each Permitted Transferee of the Participant to whom Securities are Transferred shall, and the Participant shall cause such Permitted Transferee to, Transfer back to the Participant (or to another Permitted Transferee of the Participant) any Securities it owns if such Permitted Transferee ceases to be a Permitted Transferee of the Participant.
Transfer to Permitted Transferees. Each Shareholder may Transfer its Company Shares to a Permitted Transferee of such Shareholder, provided that, the Permitted Transferee of such Company Shares agrees in writing that it shall, upon such Transfer, assume with respect to such Company Shares the Transferor’s obligations under this Agreement and become a party to this Agreement for such purpose, and any other agreement or instrument executed and delivered by such Transferor in respect of the Company Shares; provided, further, that each Permitted Transferee of any Shareholder to which Company Shares are Transferred shall, and such Shareholder shall cause such Permitted Transferee to, Transfer back to such Shareholder (or to another Permitted Transferee of such Shareholder) any Company Shares it owns if such Permitted Transferee ceases to be a Permitted Transferee of such Shareholder.
Transfer to Permitted Transferees. Notwithstanding any provision to the contrary in this Section 5, a Shareholder shall have the right to Transfer all or part of his/its Shares to his/its Permitted Transferees, and the provisions of this Section 5 shall not apply with respect to such Transfer, provided that (a) such Permitted Transferee has agreed in writing (i) to adhere to and observe the provisions of this Agreement as if he/it was the transferor, and signed this Shareholders Rights Agreement, and (ii) to transfer such Shares to the Shareholder which held such Shares initially in the event such Permitted Transferee ceases at any time to be a Permitted Transferee of such Shareholder, and (b) such Shareholder shall ipso facto be deemed to have agreed to guarantee performance by such Permitted Transferee of its obligations pursuant to clause (a).
