Transfers of Equity Securities Sample Clauses

Transfers of Equity Securities. (a) Each Participant agrees that, until the date that is 365 calendar days after the consummation of the IPO (the “Transfer Restriction Period”), such Participant shall not Transfer any of its Equity Securities, except (A) a Transfer that would be permitted by that certain lock-up agreement previously entered into by such Participant and underwriters of the IPO (each, a “Lock-up Agreement,” and collectively, the “Lock-up Agreements”), without any waiver or other similar action by the underwriters of the IPO, during the period governed by such Lock-up Agreement (as if the Lock-up Agreement applied during the entire Transfer Restriction Period), as stated therein (the “Lock-up Period”); provided, however, that for purposes of this Section 3.1, the Lock-up Agreements shall be read without regard to clause (ii) of the second proviso in the second sentence of the second paragraph thereof, which clause restricts certain Transfers except where no filing under Section 16(a) of the Exchange Act shall be required or voluntarily made, (B) in an underwritten, registered Public Offering, (C) for bona fide hedging purposes not intended to circumvent the restrictions contained in this Section 3 (a “Hedging Transaction”) or (D) pursuant to the Alternative Transfer Protocol (the “Alternative Transfer Protocol”) set forth in Section 3.5.
Sample 1Sample 2
AutoNDA by SimpleDocs
Transfers of Equity Securities. 10 5. Pre-emptive Rights..................................................... 17 6. Undertakings after First Completion.................................... 19 7.
Sample 1
Transfers of Equity Securities. (a) Except as provided in paragraph (b) of this Section 11, and in Section 15, no holder of any Equity Securities who is party to this Agreement (each a "Shareholder") may sell, assign, pledge or otherwise transfer in whole or in part ("Transfer") its Equity Securities except in accordance with the terms of this Agreement or to a member of such Person's Shareholder Group. All buyers, assignees and other transferees shall be subject to the requirements of becoming a party to this Agreement. Any sale, assignment or other transfer that is not in compliance with this Section shall be null and void.
Sample 1
Transfers of Equity Securities. Section 3.1 of the Stockholders Agreement (Transfers of Equity Securities) is hereby amended, restated, and replaced in its entirety as set forth below:
Sample 1
Transfers of Equity Securities. (a) Prior to October 23, 2016 (the “Transfer Restriction Period”), each Participant agrees that such Participant shall not Transfer any of its Equity Securities, except:
Sample 1
Transfers of Equity Securities. The Stockholder Agreement provides that HLR will not sell or otherwise transfer any Equity Securities, except pursuant to a Public Offering, Rule 144 or Rule 144A or any other transaction in compliance with the Securities Act, state securities laws and other applicable laws. HLR has agreed to cause any Person who acquires 30% of the Total Voting Power from HLR to agree to be bound by the provisions of the Stockholder Agreement whereupon such Person will become entitled to all of the rights and benefits of HLR under the Stockholder Agreement.
Sample 1
Transfers of Equity Securities 
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Transfers of Equity Securities

  • 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).

  • 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.

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • Transfer of Equity Interest Upon each exercise of the Option under this Agreement:

  • 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 Interests The Transferee of any Interests shall be admitted to the LLC as a substitute member of the LLC on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Interests, and (ii) the recording of the Transfer of Interests and the Transferee’s name as a substitute member on the books and records of the LLC. Any Transfer of any Interests pursuant to this Section 7.1 shall be effective as of the registration of the Transfer of Interests in the books and records of the LLC and a Transferor of all of its Interest shall not cease to be a member of the LLC until the Transferee is admitted to the LLC as a member of the LLC.

  • Transfers of Stock Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these Bylaws, an outstanding certificate, if one has been issued, for the number of shares involved shall be surrendered for cancellation before a new certificate, if any, is issued therefor.

  • Registration and Transfer of Shares (a) Any Transfer of any Shares shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement.

  • 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.

  • Restrictions on Public Sale by Holders of Registrable Securities Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

Time is Money Join Law Insider Premium to draft better contracts faster.