Transfers by Stockholders. (a) The Stockholder(s) proposing to make a Transfer (collectively, the “Transferring Stockholder”) shall first deliver a written notice (the “Transfer Notice”) to the Notice Stockholders stating (i) the Transferring Stockholder’s desire to Transfer Common Shares to a third party; (ii) the number of Common Shares subject to the proposed Transfer; (iii) the price and the other general terms of the proposed Transfer; and (iv) the identity of the third party transferee (the “Named Third Party”). Thereafter, the Tag-Along Stockholders may elect to participate in the Transfer subject to the participation rights set forth in this Section 4.
Transfers by Stockholders. (a) No Stockholder shall Transfer any Shares other than (i) pursuant to and in compliance with the terms of this Agreement or (ii) with the prior written consent of the Board, which consent may be withheld in the Board’s sole discretion. A Stockholder may Transfer any legal or beneficial interests in any of its Shares without the prior written consent of the Board (w) pursuant to an Approved Sale or a Public Offering, (x) pursuant to Section 3.2 below, (y) in a Transfer to a Permitted Transferee or (z) pursuant to the Repurchase Option under Section 6 hereof. Any Transfer or attempted Transfer in violation of this Agreement shall not be recognized by the Company and shall be void and of no force or effect whatsoever.
Transfers by Stockholders. (a) Each of the Management Stockholders and Additional Stockholders severally agrees not to Transfer any Restricted Securities, except (i) to a Permitted Transferee who shall have executed and delivered to the Company a Joinder Agreement and thereby becomes a party to this Agreement; (ii) with the approval of the Board acting by Affirmative Board Vote, including, without limitation, pursuant to a merger or consolidation of the Company; (iii) in a registered public offering, including pursuant to the exercise of rights, if any, of such Stockholder under the Registration Rights Agreement or in a Rule 144 Transaction; (iv) to any 399 Stockholder; (v) pursuant to Section 2.5 (Right of First Refusal), (vi) pursuant to Section 2.6 (Involuntary Transfers), (vii) pursuant to Section 2.7 (Sale of the Company Rights), (viii) in accordance with the terms of Article III (Rights of Inclusion) in the capacity of an Offeree or (ix) pursuant to Article IV (Repurchase of Restricted Securities); provided, however, that no Management Stockholder or Additional Management Stockholder shall Transfer any Restricted Securities pursuant to Section 2.5 for a period of five years following the Closing Date; and provided, further, that no Management Stockholder or Additional Management Stockholder shall transfer any Unvested Shares except (x) to a Permitted Transferee who shall have executed and delivered to the Company a Joinder
Transfers by Stockholders. Except as contemplated by Section 2, no stockholder of the Company may Transfer all or any part of his, her or its shares of Common Stock to any Person other than Capital Park or a controlled Affiliate of Capital Park.
Transfers by Stockholders. (a) Each of the CMP Stockholders, Management Stockholders, Additional Management Stockholders and Additional Stockholders severally agrees not to Transfer any Restricted Securities, except (i) to a Permitted Transferee who shall have executed and delivered to the Company a Joinder Agreement and thereby becomes a party to this Agreement; (ii) with the approval of the Board acting by Affirmative Board Vote, including, without limitation, pursuant to a merger or consolidation of the Company; (iii) in a registered public offering, including pursuant to the exercise of rights, if any, of such Stockholder under the Registration Rights Agreement or in a Rule 144 Transaction; (iv) to any 399 Stockholder; (v) pursuant to Section 2.5 (Right of First Refusal), (vi) pursuant to
Transfers by Stockholders. 12 2.5 Right of First Refusal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 2.6
Transfers by Stockholders. Without limiting any other provision of this Agreement, in the event of any Transfer of Capital Stock by a Stockholder, the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if such transferee were an original Stockholder hereunder. Such transferee shall be treated either as an “Eligible Investor” or as a “Selling Holder”, as applicable (based upon whether the Capital Stock was Transferred by a Selling Holder or Eligible Investor) for purposes of this Agreement and shall be subject to all obligations and restrictions contained herein to the extent such obligations and restrictions apply to Selling Holders pursuant to the terms of this Agreement.
Transfers by Stockholders. 12 2.5 Right of First Refusal.............................................................. 13 2.6
Transfers by Stockholders. (a) Each of the GW Stockholders, the AB Stockholders, the RD Stockholders, the Management Stockholders and the Additional Stockholders severally agrees not to Transfer any Shares, except (i) to any Permitted Transferee who shall have executed and delivered to the Company a Joinder Agreement and thereby becomes a party to this Agreement; (ii) on the terms, and subject to the conditions, set forth in Section 2.4 (Drag-Along Rights); (iii) on the terms, and subject to the conditions, set forth in Section 2.5 (Rights of Inclusion); and (iv) on the terms, and subject to the conditions, set forth in the Restricted Stock Purchase Agreements or Subscription Agreements, if applicable.
Transfers by Stockholders. Each Stockholder covenants and agrees that such Stockholder: (a) from the date of this Agreement until the earlier to occur of (i) the Closing and (ii) the termination of this Agreement pursuant to Article VII, shall not, and shall not enter into any agreement to, transfer, sell, assign, pledge, hypothecate or otherwise dispose, whether directly or indirectly pursuant to the creation of a derivative security, the grant of an option or other right, the imposition of a restriction on disposition or voting with the exception of any transfer which occurs by operation of law ("TRANSFER"), any shares of LiQ Common Stock or any security exercisable or convertible into such LiQ Common Stock or any interest in any of the foregoing held by such Stockholder; (b) until the date which is one year from the Closing Date, shall not, and shall not enter into any agreement to, Transfer any shares of Envision Common Stock or any security exercisable or convertible into such Envision Common Stock or any interest in any of the foregoing held by such Stockholder; and (c) shall not Transfer any shares, or any interest therein, of Envision Common Stock received pursuant to the Merger, unless (i) such Transfer is made pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or "blue sky" laws or (ii) such Stockholder shall have furnished Envision with a written legal opinion in form and substance reasonably satisfactory to Envision and its counsel to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or "blue sky" laws.
