Transfers Restricted Sample Clauses

Transfers Restricted. No Member (Series or Company) shall transfer all or any part of his Company interest, except as provided in this Article VIII of this Agreement. If a Member or a transferee of a Member violates the provisions of this Article VIII of this Agreement, such transfer shall be void and of no force or effect.

Transfers Restricted. The Subscriber understands there are substantial restrictions on the transferability of the Tokens imposed by the Securities Act and the securities laws of the states or jurisdictions in which the Tokens are sold. As such, the Subscriber acknowledges the Tokens (and any related xx coins) may not be sold or otherwise transferred except (i) in accordance with an effective registration statement under applicable securities laws; (ii) in accordance with a transaction which, in the opinion of counsel acceptable to the Company, will not be in violation of applicable securities laws; or

Transfers Restricted. Unless expressly permitted by this Section 7, no Member may Transfer, for consideration or by way of gift, bequest or otherwise, all or any part of his, her or its Membership Interest, whether or not any change in record or beneficial ownership occurs, nor may all or any part of his, her or its Membership Interest be made subject to execution, attachment or similar process, either voluntarily, involuntarily or by operation of law. Any Transfer prohibited by this Section 7 shall automatically be null and void, and neither the Company nor any Member shall be required to recognize any such Transfer for any purpose whatsoever, nor shall the purported transferee receive any right or benefit in the interest sought to be Transferred; provided, however, that at the discretion of the Members’ Approval, the transferee may be entitled to the Economic Interest of the transferring Member. The transferor and purported transferee of a Membership Interest with respect to a prohibited Transfer shall be jointly and severally liable to the Company for, and shall indemnify, protect, and hold the Company harmless against, any expense, liability, or loss incurred by the Company (including reasonable legal fees and expenses) as a result of such Transfer, the removal of such Member and liquidation of such Member’s Membership Interest (if applicable), and the efforts to enforce the indemnity granted in this Section 7.1. If the provisions of this Section 7.1 are found to be void or unenforceable by a valid arbitrator or court of competent jurisdiction, or the Company is otherwise compelled by applicable law to recognize a Transfer of a Membership Interest or any portion thereof in a manner which would otherwise violate the foregoing provisions of this Section 7.1 (in each case, a “Compelled Transfer”), then, without further action, notice, or demand by the Company, and without prejudice to the Buyout Rights set forth in this Agreement, in the event of any such Compelled Transfer, only the Economic Interest incident to the Membership Interest subject to the purported Transfer may be subject to the Compelled Transfer. The parties agree and acknowledge that the provisions of this Section 7.1 are the result of good faith negotiations between the parties and form an essential basis of the bargain of this Agreement.

Transfers Restricted. Except as permitted by the terms of this Agreement, a Shareholder shall not, directly or indirectly, Transfer any Equity Securities or, if applicable, corresponding Special Voting Stock (including but not restricted to any disposition by agreement, option, right or privilege capable of becoming an agreement or option).

Transfers Restricted. The Subscriber understands there are substantial restrictions on the transferability of the Tokens imposed by the Securities Act and the securities laws of the states or jurisdictions in which the Tokens are sold. As such, the Subscriber acknowledges the Tokens may not be sold or otherwise transferred except (i) in accordance with an effective registration statement under applicable securities laws; or (ii) in accordance with a transaction which, in the opinion of counsel acceptable to the Company, will not be in violation of applicable securities laws. The Subscriber acknowledges and agrees that the Tokens shall be subject to a minimum of a one year restriction (the “Lock-Up Period”) on transfer from the date of Subscriber’s receipt of Tokens, and that the Company may impose additional transfer restrictions of up to 120 days from such Subscriber’s Lock-Up Period (whether prior to or after Mainnet Launch) in its sole discretion. The Subscriber agrees the Subscriber will not, directly or indirectly, transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any part of the Tokens or the Subscriber’s interest in the Tokens (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part thereof) except in accordance with the terms of this Agreement and in compliance with the registration requirements and any other applicable provisions of the Securities Act (and any other applicable federal securities laws) or any applicable state securities laws, or under valid exemptions therefrom. There may not be any public market for the Tokens, and it may not be possible for the Subscriber to liquidate the Subscriber’s purchase of the Tokens. Accordingly, the Subscriber understands it may have to hold the Tokens for an indefinite period of time.

Transfers Restricted. Member shall not transfer all or any part of its Company Interest except pursuant to an assignment by way of security or to a successor Member in accordance with Article VIII of this Agreement.

Transfers Restricted. Prior to the first anniversary of the date an Option Holder acquires Common Shares, such Option Holder may not sell, transfer or dispose of any of such Common Shares other than to another Option Holder. On or after the first anniversary of the date an Option Holder acquires Common Shares, such Option Holder may sell, transfer, or dispose of any such Common Shares only pursuant to the terms of this Agreement. Any Option Holder may sell, transfer or dispose of any of his Common Shares to another Option Holder at any time. Subject to the terms of this Agreement, IUBT may sell, transfer or dispose of any of its Common Shares to any Person at any time.

Transfers Restricted. No Member may Transfer any of its Membership Interest without the consent of the remaining Members. The foregoing restriction shall not apply to (a) the transfer by Newco LLC of its Membership Interest to Inc. pursuant to the Securities Purchase Agreement, (b) any transaction giving rise to a Bring Along Right or Tag Along Right pursuant to the Unitholders Agreement and (c) any pledge, mortgage, hypothecation or grant of a security interest in connection with a credit agreement or other secured financing entered into by a Member.

Transfers Restricted. The Members shall not make, suffer, or permit (i) any Transfer, encumbrance or lien upon such Member's interest in the Company, (ii) any Transfer, encumbrance or lien upon the direct or indirect shares of stock, membership interest, partnership interest or other equity interest in the Members, or (iii) any involuntary Transfer of any such direct or indirect shares or interests by reason of merger, death or divorce of, or any other event affecting, a constituent Person of a Member, without, in each instance, obtaining the prior written approval of the Members, which approval may be withheld in such Member's absolute discretion.