Transfers in Compliance with Law. Notwithstanding any other provision of this Agreement, no Transfer may be made pursuant to this Section 2 unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to a Joinder substantially in the form attached hereto as Exhibit A, (b) the Transfer complies in all respects with the other applicable provisions of this Agreement and (c) the Transfer complies in all respects with applicable securities laws. If requested by the Company in its reasonable discretion, an opinion of counsel to such Transferring Shareholder shall be supplied to the Company, at such Transferring Shareholder’s expense, to the effect that such Transfer complies with applicable securities laws.
Transfers in Compliance with Law. Notwithstanding any other provision of this Agreement, no Transfer may be made pursuant to this Section 3 unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to a Deed of Adherence substantially in the form attached hereto as Exhibit B, (b) the transferee is not a Restricted Person, (c) the Transfer complies in all respects with the other applicable provisions of this Agreement and (d) the Transfer complies in all respects with applicable securities laws.
Transfers in Compliance with Law. Substitution of Transferee. No transfer may be made pursuant to this Article II or Article III unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. Upon becoming a party to this Agreement, the transferee of a Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, a Stockholder hereunder with respect to the Shares transferred to such transferee.
Transfers in Compliance with Law. Notwithstanding any other provision of this Agreement, no Shareholder shall Transfer any Ordinary Share and no Holder shall Transfer any Exchangeable Notes unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to a Deed of Adherence substantially in the form attached hereto as Exhibit A, and (ii) the Transfer complies in all respects with the other applicable provisions of this Agreement and applicable securities laws and regulations.
Transfers in Compliance with Law. Following the completion of the IPO, notwithstanding any other provision of this Agreement, no Transfer may be made pursuant to this Section 4 unless (a) the Transfer complies in all respects with the other applicable provisions of this Agreement and the Post-IPO M&A and (b) the Transfer complies in all respects with applicable securities laws. If requested by the Company in its reasonable discretion, an opinion of counsel to the Transferring Shareholder Party shall be supplied to the Company, at the Transferring Shareholder Party’s expense, to the effect that such Transfer complies with applicable securities laws.
Transfers in Compliance with Law. Substitution of Transferee. Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 2 or Section 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) unless (a) if to a Permitted Transferee, the transferee executes, prior to such transfer, a Transfer Agreement, (b) the transfer complies in all respects with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the Company, an opinion of counsel to such transferring Stockholder shall be supplied to the Company, at such transferring Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, the Permitted Transferee shall be substituted for the transferring Stockholder and deemed to be subject to this Agreement to the extent provided herein.
Transfers in Compliance with Law. Notwithstanding any other provision of this Agreement, no Transfer may be made pursuant to this ARTICLE IV unless the Transfer complies in all respects with applicable federal and state securities laws, including the Securities Act. If requested by the Company, an opinion of counsel to such Transferor shall be supplied to the Company, at such Transferor’s expense, to the effect that such Transfer complies with applicable federal and state securities laws.
Transfers in Compliance with Law. No Stockholder may Transfer any Securities at any time to any Person except in compliance with applicable federal, state and foreign securities laws.
Transfers in Compliance with Law. Substitution of ------------------------------------------------- Transferee. Notwithstanding any other provision of this Agreement, no transfer ---------- may be made pursuant to this Section 2 or pursuant to Section 3 below unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit C-1, (b) the transfer complies in all respects ----------- with the applicable provisions of this Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. Upon becoming a party to this Agreement, (i) the Permitted Transferee of a Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Stockholder hereunder with respect to the Shares transferred to such Permitted Transferee, (ii) a New Stockholder shall be subject to the same obligations as, but none of the rights of, the transferring Stockholder and (iii) the transferee of a New Stockholder shall be substituted for, and shall be subject to the same rights and obligations as, the transferring New Stockholder hereunder with respect to the Shares transferred to such transferee.
Transfers in Compliance with Law. In addition to all the other terms and conditions in this Agreement, the transferring Stockholder shall ensure that, and no transfer of Common Shares shall be effective for any purpose unless, prior to such transfer:
(a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A;
(b) the transfer complies in all respects with the applicable provisions of this Agreement;
(c) the transfer complies in all respects with applicable federal and state securities laws, including the Securities Act; and
(d) if requested by the Company, an opinion of counsel to such transferring Stockholder or such other evidence as is reasonably satisfactory to the Company, shall be supplied to the Company, at such transferring Stockholder’s expense, to the effect that such transfer complies with the applicable federal and state securities laws.
