Transfers by Stockholders Sample Clauses
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.
(b) The Tag-Along Stockholders may elect to participate in the contemplated Transfer at the same price per Common Share and on the same terms and conditions specified in the Transfer Notice by delivering written notice (the “Participation Notice”) to the Transferring Stockholder within ten (10) days after delivery of the Transfer Notice (the “Participation Period”). If any such Tag-Along Stockholders elect to participate in such Transfer, the Transferring Stockholder and such Tag-Along Stockholders participating in such sale shall each be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Common Shares equal to the product of (i) the quotient determined by dividing (x) the percentage of all issued and outstanding Common Shares held by such Transferring Stockholder or such Tag-Along Stockholder, as the case may be, as of the applicable date by (y) the aggregate percentage of all issued and outstanding Common Shares owned by the Transferring Stockholder and the Tag-Along Stockholders participating in such sale and (ii) the number of Common Shares to be sold in the contemplated Transfer (such number of shares with respect to each such Transferring Stockholder or Tag-Along Stockholder, as the case may be, the “Transfer Amount”); provided, however, that if such Tag-Along Stockholder is MW, (A) MW shall be entitled to sell no more than a number of Common Shares which has an aggregate Fair Market Value of $10,000,000 on the date the Transfer Notice with respect to such proposed Transfer is delivered (such number of shares, the “MW Maximum Tag-Along Amount”), and (B) Column shall be entitled to sell, in addition to the Transfer Amount applicable to Column with respect to such proposed Transfer, a number of Common Shares that equals the difference between (X) the Transfer Amount applicab...
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.
(b) Except in connection with an Approved Sale or a Public Offering, each Transferee of Shares shall, as a condition precedent to such Transfer, execute a counterpart to this Agreement pursuant to which such Transferee shall agree to be bound by the provisions of this Agreement.
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. 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. 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. (i) Subject to Section 5.01(a), (A) each Stockholder shall have the right to Transfer at any time all or any portion of its shares of Common Stock or Preferred Stock (including any beneficial interest therein) to any Permitted Transferee of such Stockholder without the prior consent of any person (other than to the extent required by Section 5.01(a)), (B) any beneficial owner of (w) AC Partners LLLP, (x) Ripplewood, (y) ▇▇▇▇▇▇ or (z) any other Stockholder that is a Permitted Transferee of any such Stockholder shall have the right to make an Indirect Transfer of a beneficial ownership interest in such Stockholder at any time without the prior consent of any person (other than to the extent required by Section 5.01(a)); provided, that the aggregate of all such Indirect Transfers of beneficial ownership interests pursuant to this Section 5.01(b)(i)(B) in (1) AC Partners LLLP and any other Stockholder that is a Permitted Transferee thereof, (2) Ripplewood and any other Stockholder that is a Permitted Transferee thereof and (3) ▇▇▇▇▇▇ and any other Stockholder that is a Permitted Transferee thereof, in each case, shall not constitute in the aggregate Transfers of more than a beneficial ownership in 3% of the outstanding shares of Common Stock or Preferred Stock of the Corporation (treating for the purpose of this calculation all outstanding shares of Preferred Stock as if they were converted into shares of Common Stock at the then applicable conversion price and such shares of Common Stock were issued and outstanding) and (C) each Stockholder shall have the right to Transfer at any time all or any portion of its shares of Common Stock or Preferred Stock (including any beneficial interest therein) with the written consent of the Board.
(ii) Prior to (A) an IPO, in the case of Senior Convertible Preferred Stock and any shares of Common Stock or Preferred Stock issued after the date of this Agreement, (B) January 23, 2012, in the case of shares of Common Stock or Preferred Stock acquired in exchange for securities originally issued by AC Holdco LLC pursuant to the 2008 Senior Notes Purchase Agreement or otherwise acquired from January 23, 2008 through December 4, 2008, or (C) April 27, 2010, in the case of shares of Common Stock or Preferred Stock acquired in exchange for securities originally issued by AC Holdco LLC pursuant to the 2006 Senior Notes Purchase Agreement or otherwise acquired prior to January 23, 2008, no Stockholder shall have the right to Transfer...
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.
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.
(b) Notwithstanding anything herein to contrary, each of the GW Stockholders, the AB Stockholders, the RD Stockholders, Management Stockholders and Additional Stockholders severally agrees not to Transfer any Shares to a Competitor except pursuant to (i) a Sale of the Company, (ii) on the terms, and subject to the conditions, set forth in Section 2.4 (Drag-Along Rights); or (iii) on the terms, and subject to the conditions, set forth in Section 2.5 (Rights of Inclusion).