Transfers by Holders. The Xxxxx Holders may transfer their rights under this Agreement only in connection with a transfer of Class A Common Stock and only if the transferee agrees in writing to be bound by this Agreement in the same capacity as the transferor (and, for the sake of clarity, such transferee shall be entitled to all rights of such transferor) with respect to such transferred Class A Common Stock. This Section 10(c) shall apply to all future permitted transfers of the Class A Common Stock.
Transfers by Holders. Prior to a Qualified Public Offering (and in the case of Xxxxx, if earlier, May 2, 2002), if any Holder (other than an OCM Entity and WES&S), subject to the transfer restrictions, if any, as set forth in the terms of such Holder's Warrant, intends in good faith to sell or otherwise Transfer any Securities to any Person, such Holder shall deliver to the Company, concurrently with the delivery of the Refusal Notice, a written offer to sell (the "COMPANY OFFER") all, but not less than all, of such Refusal Securities which are the subject of the Refusal Notice; PROVIDED, HOWEVER that if any such Holder intends to Transfer any Securities to the Company pursuant to the terms of such Holder's employment or subscription agreement, such Holder shall not be required to deliver a Refusal Notice pursuant to this subsection (d). Each Company Offer shall contain the same terms and conditions, and shall be for the same cash consideration, as described in the Refusal Notice. Within five (5) Business Days after the Refusal Notice is delivered to the Company, the Company may, by written notice delivered to such proposed Transferor (a "COMPANY ACCEPTANCE Notice"), accept the offer to acquire all, but not less than all, of the Refusal Securities as described in the Refusal Notice. If the Company does not return the Company Acceptance Notice within the required five (5) Business Day period, the proposed Transferor shall deliver to each OCM Entity and WES&S, concurrently with the delivery of a Refusal Notice ("RE-OFFER NOTICE") a written offer to sell (the "RE-OFFER") all but not less than all of such Refusal Securities which are the subject of the Refusal Notice; PROVIDED, HOWEVER, that the proposed Transferor shall not be obligated to deliver a Re-Offer Notice to an OCM Entity or WES&S to the extent that their respective rights of first refusal have expired as set forth in SECTIONS 4(B) AND (C) hereof. Within five (5) Business Days after the Re-Offer Notice is delivered to each OCM Entity and WES&S, each OCM Entity and WES&S may, by written notice delivered to such proposed Transferor (a "RE-OFFER ACCEPTANCE NOTICE"), accept the offer to acquire all, but not less than all, of the Refusal Securities as described in the Re-Offer Notice. Each of the Company, each OCM Entity and WES&S, as applicable, shall be required to complete the purchase of the Refusal Securities which are the subject of the applicable acceptance notice referred to in this SECTION 4(D) within thirty (30) day...
Transfers by Holders of Series A Preferred Stock other than Clearlake Investors. Unless the Company determines otherwise in writing, if, at any time, a holder of Series A Preferred Stock (other than a Clearlake Investor) desires to sell, transfer or otherwise dispose of any of the shares of Series A Preferred Stock held by such holder to any Person other than an Affiliate of such holder of Series A Preferred Stock or to a Clearlake Investor, then such holder agrees to convert, prior to such sale, transfer or disposition, all shares of Series A Preferred Stock that are held by such holder. If such holder fails to so convert all its shares of Series A Preferred Stock, the sale, transfer, or disposition of such shares shall be prohibited unless the Company has determined otherwise in writing.
Transfers by Holders. The Advent Holders, the Fifth Third Holders and the Warrant Holders may transfer their rights under this Agreement only in connection with a transfer of Class A Common Stock or Class B Units (or, in the case of any Warrant Holder, the transfer of all or any portion of the Warrant) and only if (i) such transfer is permitted under and in accordance with the LLC Agreement and, if applicable, the transfer of the Warrant is permitted under and in accordance with the Warrant and (ii) the transferee agrees in writing to be bound by this Agreement in the same capacity as the transferor (and, for the sake of clarity, such transferee shall be entitled to all rights of such transferor) with respect to such transferred Class A Common Stock, Class B Units or Warrant, as applicable. This Section 10(c) shall apply to all future permitted transfers of the Class A Common Stock, Class B Units or Warrant, as applicable.
Transfers by Holders. If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any securities of the Company held by the Holders (other than those included in the registration) during the 90-day period following the effective date of any Underwritten Offering, or such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of the Company filed under the Securities Act; provided, however, that the obligations described in this Section 3.2 shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 or similar transaction. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restriction until the end of said 90-day period. With respect to any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed securities, the Company shall use all reasonable efforts to include in each such agreement a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the period referred to in the first sentence of this Section 3.2, including any sale pursuant to Rule 144 under the Securities Act (except as part of such registration, if permitted).
Transfers by Holders. Subject to the other restrictions contained in this Agreement, no Holder shall Transfer any Units without the written consent of the Manager, which may be granted or withheld in its sole discretion, except a Holder may, without Manager consent, make a Permitted Transfer. A “Permitted Transfer” means any Transfer by a Holder to any of the following persons (each, a “Permitted Transferee”): (i) to such Holder’s spouse, children, grandchildren, parents, grandparents, and siblings or trust for the benefit of any such individuals; (ii) to an Affiliate of such Holder, to such Holder’s members if such person is a limited liability company, to such Holder’s partners if a partnership, or to such Holder’s shareholder(s) if a corporation; (iii) if Units are held by trust, to successor trusts and/or to the beneficiaries of such trust; (iv) if such Holder is a natural person, upon the death of such Holder, to his or her beneficiaries pursuant to laws of decent and distribution if the beneficiary is a Person specified in clauses (i) or (iii) above; (v) with respect to Ocean Rock, a transfer to Blue River; (vi) with respect to Blue River, a transfer to Ocean Rock; (vii) with respect to APM, any transfer to Gvodas; (viii) with respect to Gvodas, any transfer to APM; (ix) any transfer by APM to any entity that is controlled by or is under common control with APM; and (x) any transfer by BlueMountain to any fund or entity managed by BlueMountain Capital Management, LLC. Any attempted Transfer in violation of the terms of any provision of this Article VI shall be null and void ab initio and of no effect.
Transfers by Holders. The Holders can transfer their rights under this Agreement only to a Permitted Transferee or an Affiliate to whom a Holder transfers Registrable Securities in compliance with the terms of this Agreement, and only if such transferee agrees in writing to be bound by this Agreement in the same capacity as the transferor (and, for the sake of clarity, such transferee shall be entitled to all rights of such transferor) with respect to such Registrable Securities.
Transfers by Holders. The Holders shall not sell, assign, transfer, pledge, hypothecate, mortgage or dispose of, by gift or otherwise, or in any way encumber, all or any part of the Shares (as hereinafter defined) owned by them except in compliance with the terms of this Agreement. For purposes of this Agreement, the term "Shares" shall mean and include all shares of Common Stock of the Company and all shares of any class or series of equity securities or equity-backed securities of the Company or any subsidiary, including without limitation, capital stock (including any shares of treasury stock) or rights, options, warrants or other securities convertible into or exercisable or exchangeable for capital stock or any debt security which by its terms is convertible into or exchangeable for any equity security or has any other equity feature or any security that is a combination of debt and, in any event that is owned by the Holders, whether presently held or hereafter acquired. Notwithstanding the foregoing, after the date on which the Company becomes obligated to file reports pursuant to the Securities Exchange Act of 1934, as amended (the "Public Company Date"), this Section 1(a) shall apply only to the Founder and no other Holder.
Transfers by Holders. Each Holder acknowledges that the Corporation Articles and this section restrict transfers of its Non-Voting Exchangeable Shares and accordingly, that such Holder will not be able to transfer his or its Non-Voting Exchangeable Shares (except to the Corporation, SOFO or an Affiliate pursuant to the Corporation Articles and/or this Agreement). At the time a Share Exchange occurs, the Holder shall: (a) be a resident of Ontario or British Columbia; or (b) resident in a jurisdiction in which such Holder will be legally entitled under applicable securities and other laws of its relevant jurisdiction of residence to exercise their rights with respect to the Non-Voting Exchangeable Shares and can agree to be legally bound by this Agreement and the Stock Registration Rights Agreement, which legal rights and capacity shall, in any event, be confirmed in writing by an opinion of legal counsel from the relevant jurisdictions satisfactory to SOFO.
Transfers by Holders. Any Holder may transfer the registration rights it holds pursuant to this Agreement to any other Person who after such transfer holds at least 35,000 shares, or if less than 35,000 shares, then all shares held by a Holder; provided, however, that such transfer will be permitted only if the transferee or transferees agree(s) to comply with, and otherwise be bound by, all the terms and conditions this Agreement.
