Common use of Transferee Obligations Clause in Contracts

Transferee Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to the market standoff provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereof, to the same extent such shares would be so subject if retained by Purchaser.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Avenue a Inc), Stock Purchase Agreement (Avenue a Inc), Stock Purchase Agreement (Avenue a Inc)

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Transferee Obligations. Each person (other than the Company) to whom the Restricted Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof 4.1 must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (i) the Company’s Repurchase Right granted hereunder and (ii) the market standoff stand-off provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereof4.4, to the same extent such shares would be so subject if retained by Purchaserthe Shareholder.

Appears in 4 contracts

Samples: Restricted Stock Purchase Agreement (Concentric Energy Corp), Restricted Stock Purchase Agreement (Concentric Energy Corp), Restricted Stock Purchase Agreement (Concentric Energy Corp)

Transferee Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to the market standoff stand-off provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereof, paragraph 3.2 to the same extent such shares would be so subject if retained by Purchaser.

Appears in 4 contracts

Samples: Restricted Stock Purchase Agreement (Signal Pharmaceuticals Inc), Restricted Stock Purchase Agreement (Signal Pharmaceuticals Inc), Restricted Stock Purchase Agreement (Signal Pharmaceuticals Inc)

Transferee Obligations. Each person (other than the Company) to whom ---------------------- the Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof 4.1 must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (i) both the Company's Repurchase Right and the Company's First Refusal Right granted hereunder and (ii) the market standoff stand-off provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereof3.3, to the same extent such shares would be so subject if retained by Purchaser.

Appears in 3 contracts

Samples: Founder Stock Purchase Agreement (Gentle Dental Service Corp), Founder Stock Purchase Agreement (Gentle Dental Service Corp), Founder Stock Purchase Agreement (Gentle Dental Service Corp)

Transferee Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof 4.1 must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to the market standoff provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereofAgreement, to the same extent such shares the Shares would be so subject if retained by PurchaserEmployee.

Appears in 2 contracts

Samples: Exercise and Early Exercise Notice and Stock Purchase Agreement (Avanade Inc.), And Stock Purchase Agreement (Avanade Inc.)

Transferee Obligations. Each person (other than the Companyincluding a trust) to whom the Restricted Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof 3(a) must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to forfeiture during the market standoff provisions of Restricted Period set forth in Section 3.3 hereof and the right of first refusal under Section 4 hereof4, to the same extent such shares would be so subject if retained by Purchaserthe Stockholder.

Appears in 2 contracts

Samples: Restricted Stock Agreement (Uici), Restricted Stock Agreement (Uici)

Transferee Obligations. Each person (other than the Company) to whom ---------------------- the Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof 4.1 must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (i) the Company's Repurchase Right granted hereunder and (ii) the market standoff stand-off provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereof4.4, to the same extent such shares would be so subject if retained by PurchaserShareholder.

Appears in 2 contracts

Samples: Repurchase Agreement (Clearcommerce Corp), Repurchase Agreement (Clearcommerce Corp)

Transferee Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof paragraph 3.2 must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (i) both the Company’s Repurchase Rights and the Company’s First Refusal Right granted hereunder and (ii) the market standoff stand-off provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereofparagraph 3.4, to the same extent such shares Shares would be so subject if retained by the Purchaser.

Appears in 2 contracts

Samples: Restricted Stock Agreement (Danger Inc), Restricted Stock Agreement (Danger Inc)

Transferee Obligations. Each person (other than the CompanyCorporation) to whom the Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof paragraph 4.1 must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company Corporation that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (i) both the Corporation’s Repurchase Right and the Corporation’s First Refusal Right granted hereunder and (ii) the market standoff stand-off provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereofparagraph 4.4, to the same extent such shares Shares would be so subject if retained by Purchaserthe Individual.

Appears in 1 contract

Samples: Restricted Stock Issuance Agreement (Salmedix Inc)

Transferee Obligations. Each person (other than the Company) to whom ---------------------- the Purchased Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof 4.1 must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred trans ferred shares are subject to (a) both the Company's Repurchase Right and the Company's First Refusal Right granted hereunder and (b) the market standoff stand-off provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereof3.3, to the same extent such shares would be so subject if retained by Purchaser.

Appears in 1 contract

Samples: Founders Stock Purchase Agreement (Critical Path Inc)

Transferee Obligations. Each person (other than the Company) to whom the Purchased Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof 4.2 must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to the market standoff Company’s First Refusal Right granted hereunder, as well as the provisions of Section 3.3 hereof the Pledge Agreement and the right of first refusal under Section 4 hereofVoting Agreement, to the same extent such shares would be so subject if retained by the Purchaser.

Appears in 1 contract

Samples: Stock Pledge Agreement (Itex Corp)

Transferee Obligations. Each person (other than the Company) to whom the Shares are Stock is transferred by means of one of the permitted transfers specified in Section 3.1 hereof 2.1 must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to the market standoff provisions of Section 3.3 hereof and the right of first refusal Company’s First Refusal Right granted under Section 4 hereof, 2.3 of this Agreement and other restrictions of this Agreement to the same extent such shares Stock would be so subject if retained by Purchaserthe Owner.

Appears in 1 contract

Samples: Stockholders’ Agreement (Alphasmart Inc)

Transferee Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to the market standoff provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereof, hereunder to the same extent such shares would be so subject if retained by Purchaser.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Agate Technologies Inc De)

Transferee Obligations. Each person (other than the Company) to whom ---------------------- the Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof 4.1 must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (a) both the Company's Repurchase Right and the Company's First Refusal Right granted hereunder and (b) the market standoff stand-off provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereof3.3, to the same extent such shares would be so subject if retained by Purchaser.

Appears in 1 contract

Samples: Employee Stock Purchase Agreement (Newcom Inc)

Transferee Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof paragraph 4.1 must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (i) both the Company's Repurchase Rights and the Company's First Refusal Right granted hereunder and (ii) the market standoff stand-off provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereofparagraph 4.4, to the same extent such shares Shares would be so subject if retained by the Purchaser.

Appears in 1 contract

Samples: Restricted Common Stock Purchase Agreement (Netscreen Technologies Inc)

Transferee Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to the market standoff provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereof, to the same extent such shares would be so subject if retained by Purchaser.

Appears in 1 contract

Samples: Stock Purchase Agreement (Avenue a Inc)

Transferee Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the she permitted transfers specified in Section 3.1 hereof paragraph 4.1 must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (i) both the Company's Repurchase Rights and the Company's First Refusal Right granted hereunder and (ii) the market standoff stand-off provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereofparagraph 4.4, to the same extent such shares Shares would be so subject if retained by the Purchaser.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Netscreen Technologies Inc)

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Transferee Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is and the Shares transferred to such person are bound by the provisions of this Agreement and that the transferred shares are subject to the market standoff provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereofAgreement, to the same extent such shares the Shares would be so subject if retained by Purchaser.

Appears in 1 contract

Samples: Notice and Stock Purchase Agreement (Nuance Communications, Inc.)

Transferee Obligations. Each person (other than the Company) to whom ---------------------- the Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof 5.1 must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (i) the Company's Repurchase Right granted hereunder and (ii) the market standoff stand-off provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereof5.3, to the same extent such shares would be so subject if retained by PurchaserSubscriber.

Appears in 1 contract

Samples: Stock Subscription Agreement (Clearcommerce Corp)

Transferee Obligations. Each person (other than the Company) to whom the Purchased Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof 2.1 must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to the market standoff provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereofCompany's Repurchase Right granted hereunder, to the same extent such shares would be so subject if retained by Purchaserthe Optionee.

Appears in 1 contract

Samples: Stock Purchase Agreement (Imp Inc)

Transferee Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to the market standoff provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereofAgreement, to the same extent such shares the Shares would be so subject if retained by Purchaser.

Appears in 1 contract

Samples: Notice and Stock Purchase Agreement (Bazaarvoice Inc)

Transferee Obligations. Each person (other than the CompanyCorporation) to whom the Purchased Shares are transferred by means of one of the permitted transfers specified in Section paragraph 3.1 hereof must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company Corporation that such person is bound by each and every of the provisions of this Agreement and that the transferred shares are subject to the market standoff provisions of Section 3.3 hereof Corporation's First Refusal Right and Purchase Option granted hereunder and the right of first refusal under market stand-off obligations set forth in Section 4 hereof7.7, to the same extent such shares would be so subject if retained by Purchaserthe Optionee.

Appears in 1 contract

Samples: Corporation Stock Option Agreement (HNC Software Inc/De)

Transferee Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers specified in Section paragraph 3.1 hereof must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (i) the Company’s First Refusal Right and Special Purchase Right granted hereunder and (ii) the market standoff stand-off provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereofparagraph 3.4, to the same extent such shares Shares would be so subject if retained by the Purchaser.

Appears in 1 contract

Samples: Restricted Common Stock Purchase Agreement (Cadence Pharmaceuticals Inc)

Transferee Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof this Agreement must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and the Plan and that the transferred shares Shares are subject to (i) the market standoff stand-off provisions of Section 3.3 13 hereof and (ii) the right Drag-Along Rights set forth in Section 3 of first refusal under Section 4 hereofthe Shareholders’ Agreement, to the same extent such shares Shares would be so subject if retained by Purchaserthe Grantee.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Greenlight Capital Re, Ltd.)

Transferee Obligations. Each person (other than the Company) to ---------------------- whom the Purchased Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof 4.1 must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (a) both the Company's Repurchase Right and the Company's First Refusal Right granted hereunder and (b) the market standoff stand-off provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereof3.3, to the same extent such shares would be so subject if retained by Purchaser.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cacheflow Inc)

Transferee Obligations. Each person (other than the Company) to whom the Purchased Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof 4.1 must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to the market standoff provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereof, to the same extent that such shares would be so subject if retained by the Purchaser.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Columbia Hca Healthcare Corp/)

Transferee Obligations. Each person (other than the Company) to whom the Issued Shares are ---------------------- transferred by means of one of the permitted transfers specified in Section 3.1 hereof a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company Corporation that such person is bound by the provisions of this Agreement and that the transferred shares are subject to the market standoff forfeiture provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereof, Paragraph C.2 to the same extent such shares would be so subject if retained by PurchaserParticipant.

Appears in 1 contract

Samples: Restricted Stock Issuance Agreement (Digital Island Inc)

Transferee Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers specified in Section 3.1 hereof 4.1 must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to the market standoff provisions of Section 3.3 hereof and the right of first refusal under Section 4 hereof, to the same extent that such shares would be so subject if retained by Purchaserthe Grantee.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Hca-the Healthcare Co)

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