Transfers of Company Securities Sample Clauses

Transfers of Company Securities. Each of the KKR Parties, the SL Parties, the TCV Parties and Founder Parties, respectively, agrees that until the expiration of the Restricted Period (or, if earlier, the time that the KKR Parties, SL Parties, TCV Parties or the Founder Parties, as applicable, cease to own Company Securities or Units) it will not Transfer any Company Securities or Units to the extent such Transfer (if it were a Transfer of Units) would have been an Applicable Transfer (as defined in the Amended LLC Agreement) for any other member of Desert Newco, without the prior written consent of each Sponsor that is then entitled to nominate a director pursuant to Section 2.1. The consent rights set forth in this Section 3.9 shall not apply to a Section 8.2(b) Exchange (as defined in the Amended LLC Agreement), but do apply to any Transfer of Class A Shares issued thereupon. In connection with any Transfer consented to pursuant to this Section 3.9 or exempt from this Section 3.9 by virtue of the immediately preceding sentence, the terms of Section 8.3(b) of the Amended LLC Agreement shall apply mutatis mutandis with respect to the release from the restrictions of this Section 3.9 of a ratable percentage of the Company Securities owned by the non-Transferring Pre-IPO Stockholders. For the avoidance of doubt, this Section 3.9 shall apply to any Transfer of Class A Common Stock received by the Reorganization Parties (as defined in the Reorganization Agreement) in connection with the Investor Corp Mergers (as defined in the Reorganization Agreement). For purposes of this Section 3.9, “Transfer” shall have the meaning ascribed to such term in the Amended LLC Agreement.
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Transfers of Company Securities. No member of the Xxxxxxx Group shall donate, sell, assign, convey or otherwise transfer, by operation of law or otherwise (“Affiliate Transfer”), any Company Securities to any Affiliate of the Xxxxxxx Group (other than the Xxxxxxx Family Foundation) unless, concurrent with such Affiliate Transfer, such transferee executes and delivers to the Company a joinder to this Agreement, which joinder shall be in the form of Exhibit A attached hereto (“Joinder”), agreeing to be bound by all of the provisions of this Agreement as if such transferee were bound as an original party hereto; provided, however, that upon and after any donation, sale, assignment, converyance or other transfer, by operation of law or otherwise, of Company Securities by one or more members of the Xxxxxxx Group to the Xxxxxxx Family Foundation, the Xxxxxxx Group shall ensure that the Xxxxxxx Family Foundation shall comply with the provisions of this Agreement as if the Xxxxxxx Family Foundation were bound as an original party hereto, and the members of the Xxxxxxx Group shall be liable, jointly and severally, for any actions or inactions by the Xxxxxxx Family Foundation that, if the Xxxxxxx Family Foundation had been an original party hereto, would have constituted a breach hereunder, other than with respect to the receipt of donations, sales, assignments, conveyances or other transfers of Company Securities from members of the Xxxxxxx Group, which, notwithstanding Section 4.1(a), shall be permitted; provided, further, the Xxxxxxx Group shall cause any transferee who receives or succeeds to the Beneficial Ownership (directly or indirectly) of any Xxxxxxx Group Shares by will, trust, or the laws of descent and distribution to, concurrent with such receipt or succession, execute and deliver to the Company a Joinder agreeing to be bound by all of the provisions of this Agreement as if such transferee were bound as an original party hereto. Any Affiliate Transfer or any receipt or succession contemplated by the immediately foregoing proviso without execution and delivery to the Company of the Joinder shall be deemed a breach of this Agreement.
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Transfers of Company Securities. The Stockholders acknowledge and agree that, until the expiration or earlier termination of the Credit Agreement, the shares of Capital Stock issued to each Stockholder as of the date hereof and the Closing Debt Commitments will be “stapled” and shall only be transferred by such Stockholders proportionately as between the shares of Capital Stock and the Closing Debt Commitments (e.g. if a Stockholder Transfers 5% of its shares of Capital Stock, the Stockholder must [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Transfer 5% of its Closing Debt Commitments in the same transaction to the same transferee).
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Transfers of Company Securities 
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Related to Transfers of Company Securities

  • Transfers of Membership Interests Except as set forth in this Article 9 or elsewhere in this Agreement, no Investor may Transfer all or any part of such Investor’s Shares; provided, however, that an Investor may, with the prior written consent of the Manager, which consent may be withheld or denied for any reason, and upon compliance with this Article 9, Transfer all or a portion of such Investor’s Shares. In the case of any attempted or purported Transfer of a Share not in compliance with this Agreement, the transferring Investor may be designated as a “Defaulting Member”. Notwithstanding the foregoing, unless agreed to by the Manager in writing, no Investor may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Fund (including the amount of Fund distributions, the value of the Fund Assets, or the results of Fund operations), within the meaning of Section 1.7704-1(a)(2)(i)(B) of the Regulations.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Transfers of Units (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the Company or as otherwise provided in this Article IX, no holder of Units may sell, transfer, assign, pledge, encumber, distribute, contribute or otherwise dispose of (whether directly or indirectly (including, for the avoidance of doubt, by Transfer or issuance of any Capital Stock of any Member that is not a natural person), whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest (legal or beneficial) in any Units (a “Transfer”), except Exchanges pursuant to and in accordance with Article XII or Transfers pursuant to and in accordance with Section 9.1(b).

  • Company Securities Section 3.2(a)........................................11

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Ownership of Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Transfers of Shares Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

  • Transfer of Shares After Registration Each Purchaser agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution.

  • Transfers of Warrant Subject to compliance with applicable federal and state securities laws, this Warrant and all rights hereunder are transferable in whole or in part by the Holder to any person or entity upon written notice to the Company. The transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its principal offices, and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. In the event of a partial transfer, the Company shall issue to the holders one or more appropriate new warrants.

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