Transferability; Shareholders' Agreement Sample Clauses

Transferability; Shareholders' Agreement. The AmeriPath Stock and the Stock Rights are not transferable other than by will or the laws of intestate succession. All shares of AmeriPath Stock issued at Closing or pursuant to the Stock Right shall be subject to the Purchaser's Shareholders' Agreement (as defined in Section 7.9) relating to the AmeriPath Stock and related and other matters, including, but not limited to, any restrictions on transferability, any rights of first refusal and any option of the Purchaser to purchase such shares. As a condition to the issuance of shares of AmeriPath Stock in connection with any Stock Right (and at AmeriPath's option, at each issuance), each Seller shall execute and deliver to the Purchaser a counterpart to the Shareholders' Agreement, and each Seller shall make such representations and execute such certificates as AmeriPath may reasonably require, including representations similar to those made in Section 2.25 hereof.
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Transferability; Shareholders' Agreement. The AmeriPath Stock and the Stock Right are not transferable by the Sellers other than by will or the laws of intestate succession, in accordance with Purchaser's Shareholders' Agreement, or in accordance with applicable securities laws including but not limited to Rule 144. All shares of AmeriPath Stock issued at Closing or pursuant to the Stock Right shall be subject to the Purchaser's Shareholders' Agreement (as defined in Section 7.9) relating to the AmeriPath Stock and related and other matters, including, but not limited to, any restrictions on transferability, any rights of first refusal and any option of the Purchaser to purchase such shares. Sellers shall have the rights and obligations of a Common Shareholder pursuant to the Shareholders' Agreement. As a condition to the issuance of shares of AmeriPath Stock in connection with any Stock Rights (and at AmeriPath's option, at each issuance), the Sellers shall execute and deliver to the Purchaser a counterpart to the Shareholders' Agreement, in form and substance reasonably satisfactory to AmeriPath and Sellers, and the Sellers shall make such commercially reasonable representations and execute such certificates as AmeriPath may reasonably require, including representations similar to those made in Section 2.25 hereof.
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Transferability; Shareholders' Agreement. Any shares of AmeriPath Stock issued pursuant hereto, shall be subject to that certain Shareholders' Agreement, dated as of February 29, 1996, as amended from time to time, by and among AmeriPath and each of the stockholders of AmeriPath, attached hereto as Exhibit 7.9 (the "Shareholders' Agreement"), relating to the AmeriPath Stock and related and other matters, including, but not limited to, any restrictions on transferability and any rights of first refusal. As a condition to the issuance of shares of AmeriPath Stock in connection with any Stock Right (and at AmeriPath's option, at each issuance), the Sellers shall execute and deliver to the Purchaser a counterpart to the Shareholders' Agreement. In addition, in connection with the closing, the Sellers agree that, if an underwriter requests the Purchaser, in connection with an underwritten public offering of any of its securities, to secure and obtain a lock-up agreement, whereby a Person agrees to refrain from selling, transferring, pledging or otherwise conveying its securities for a certain period, less than 181 days (the "Lock-up"), from any of the Purchaser's stockholders, optionholders or employees, the Sellers shall execute and deliver to the Purchaser a Lock-up, in form and substance acceptable to the Purchaser and the underwriters of such offering, within ten (10) days of receipt a written request from the Purchaser.
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Transferability; Shareholders' Agreement. Any shares of AmeriPath Stock issued pursuant to the Stock Rights shall be subject to the Purchaser's Shareholders' Agreement (as defined in SECTION 7.10) relating to the AmeriPath Stock and related and other matters, including, but not limited to, any restrictions on transferability, any rights of first refusal and any option of the Purchaser to "call" or purchase such shares. As a condition to the issuance of shares of AmeriPath Stock in connection with any Stock Right (and at AmeriPath's option, at each issuance), the Sellers shall execute and deliver to the Purchaser a counterpart to the Shareholders' Agreement, in form and substance satisfactory to AmeriPath, and the Sellers shall make such representations and execute such certificates as AmeriPath may reasonably require, including representations similar to those made in SECTION 2.25 hereof. In addition, each Seller agrees that, upon the request of the managing underwriter in connection with an underwritten public offering of any of the Purchaser's securities, each Seller will execute and deliver to such managing underwriter a lock-up agreement, in form and substance acceptable to such underwriter and in a form that is substantially the same as the lock-up agreements to be executed by the other stockholders of the Purchaser, whereby the Seller agrees to refrain from selling, transferring, pledging or otherwise conveying its securities for a certain period.
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Transferability; Shareholders' Agreement. The Stock Rights are not transferable by the Sellers other than by will or the laws of intestate succession. All shares of AmeriPath Stock issued at Closing or pursuant to the Stock Rights shall, in addition to applicable securities laws, be subject to the Purchaser's Shareholders' Agreement (as defined in Section 7.9) relating to the AmeriPath Stock and related and other matters, including, but not limited to, any restrictions on transferability, any rights of first refusal and any option of the Purchaser to purchase such shares. As a condition to the issuance of shares of the AmeriPath Stock and any shares in connection with any Stock Right (and at AmeriPath's option, at each issuance), the Sellers shall execute and deliver to the Purchaser a counterpart to the Shareholders' Agreement, in form and substance satisfactory to AmeriPath, and the Sellers shall make such representations and execute such certificates as AmeriPath may reasonably require, including representations similar to those made in Section 2.25 hereof. The Shareholders' Agreement, by its terms, shall terminate upon the closing of an underwritten public offering by AmeriPath pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (the " Securities Act") covering the offer and sale of AmeriPath Common Stock in which the aggregate net proceeds to AmeriPath equal at least $15,000,000.
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Related to Transferability; Shareholders' Agreement

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Termination of Shareholders Agreement Each of the Parties agrees that upon the Closing, the Shareholders’ Agreement shall be, without any further action required by any Party, terminated immediately, in its entirety and shall be of no further force or effect, including without limitation, each of the provisions of Section 8.3 thereof.

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

  • Restriction on Transfer of Option Shares Anything in this Agreement to the contrary notwithstanding, the Optionee hereby agrees that it shall not sell, transfer by any means or otherwise dispose of the Option Shares acquired by it without registration under the 1933 Act, or in the event that they are not so registered, unless (i) an exemption from the 1933 Act registration requirements is available thereunder, and (ii) the Optionee has furnished the Company with notice of such proposed transfer and the Company’s legal counsel, in its reasonable opinion, shall deem such proposed transfer to be so exempt.

  • Securityholders Agreement The term "Securityholders Agreement" shall mean the Securityholders Agreement dated as of the Closing Date, among Investors, Vestar, the Management Investors, and the other securityholders a party thereto, as it may be amended or supplemented thereafter from time to time.

  • Restriction on Transfer of Warrants The Holder of a Warrant Certificate, by the Holder's acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, for a period of one (1) year from the date hereof, except to the Designees.

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • Restrictions on Transfer of Award This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

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