Transfers to Permitted Transferees. Prior to the transfer of Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), the Executive shall deliver to Investors a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Units transferred to such Person will continue to be Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Units in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and Investors shall not record such transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.
Transfers to Permitted Transferees. The Optionee may sell, assign, transfer or give away any or all of the Issued Shares of Stock to Permitted Transferees; provided, however, that such Permitted Transferee(s) shall, as a condition to any such transfer, agree to be subject to the provisions of this Agreement to the same extent as the Optionee (including, without limitation, the provisions of Sections 8, 9, 11 and 12) and shall have delivered a written acknowledgment to that effect to the Company.
Transfers to Permitted Transferees. Notwithstanding the provisions of Section 11.3(a), but subject to the provisions of Sections 11.3(c), 11.3(d), and 11.3(e) and other applicable restrictions on Transfers contained in this Article 11, a Limited Partner may Transfer, with or without the consent of the General Partner, all or a portion of his Partnership Units to a Permitted Transferee; provided that, such Permitted Transferee qualifies as “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; and provided further that, no Transfer pursuant to this Section 11.3(b) shall be effective until the General Partner receives notice of such Transfer.
Transfers to Permitted Transferees. The Grantee (but not any transferee thereof) may sell, assign, transfer or give away any or all of the Shares to Permitted Transferees; provided, however, that such Permitted Transferee(s) shall, as a condition to any such transfer, agree to be subject to the provisions of this Agreement (including, without limitation, the provisions of Section 3 and this Section 4) and shall have delivered a written acknowledgment to that effect to the Company.
Transfers to Permitted Transferees. Prior to the transfer of Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), the Executive shall deliver to Dairy Holdings a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Units transferred to such Person will continue to be Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Units in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and Dairy Holdings shall not record such transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.
Transfers to Permitted Transferees. (a) During the Lock-Up Period and the Holding Period, a Holder may Transfer, upon notice to the Company, any of its Company Shares (other than Founder Shares) to a Permitted Transferee of such Holder without the consent of the Sponsors pursuant to Section 5.1(a) and without the requirement to comply with Section 5.3; provided, that each Permitted Transferee to which Company Shares are Transferred shall, and such Holder shall cause such Permitted Transferee to, Transfer back to such Holder (or to another Permitted Transferee of such Holder) the Company Shares Transferred to it if such Permitted Transferee ceases to be a Permitted Transferee of such Holder. Any Transferee of Company Shares pursuant to this Section 5.2 shall be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto, whereupon such Transferee will be treated as a Holder (with the same rights and obligations as its Transferring Holder) for all purposes of this Agreement.
(b) Notwithstanding anything to the contrary in this Article V, Transfers of Founder Shares are permitted (a) to (i) the Company’s officers or directors, (ii) any affiliates or family members of any of the Company’s officers or directors, and (iii) Permitted Transferees; (b) in the case of an individual, by a gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of Delaware or a Sponsor’s organizational documents upon dissolution of such Sponsor; or (f) in the event of the Company’s completion of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Mergers; provided, however, that in the case of clauses (a) through (d), these Transferees must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto.
Transfers to Permitted Transferees. Prior to the transfer of Incentive Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Company Sale), Executive shall deliver to the Company a written agreement (in a form acceptable to the Company) of the proposed transferee (a) evidencing such Person’s undertaking to be bound by the terms of this Agreement (including, without limitation, making the same representations and warranties as Executive hereto), the LLC Agreement and the Securityholders Agreement and (b) acknowledging that the Incentive Units transferred to such Person will continue to be Incentive Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Incentive Units in violation of any provision of this Agreement, the LLC Agreement or the Securityholders Agreement shall be null and void, and the Company shall not record such transfer on its books or treat any purported transferee of such Incentive Units as the owner of such Incentive Units for any purpose.
Transfers to Permitted Transferees. Prior to the transfer of Shares to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), each transferring Stockholder shall deliver to the Company a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Shares transferred to such Person will continue to be Shares for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Shares or Acquisition Corp. Shares in violation of any provision of this Agreement or the Stockholders Agreement shall be void.
Transfers to Permitted Transferees. (a) Each Shareholder may Transfer any of its Shares (i) to a Permitted Transferee or (ii) in a Public Sale, in each case, without the need to comply with Sections 4.3, 4.4, 4.5 or 4.6, as applicable, provided that any such Permitted Transferee shall execute an Endorsement, in accordance with Section 4.7, at the time of such Transfer.
(b) RTK shall, in connection with any proposed Transfer of any of its Shares to any RTK Transferee, in addition to complying with the requirements of Section 4.2(a), prior to the effectiveness of such Transfer, deliver to the Company, with copies to each of the other Shareholders, (i) any permits required by applicable Russian law in connection with such Transfer, (ii) an amendment to RTK's existing license issued by the Central Bank of the Russian Federation or a new license issued by the Central Bank of the Russian Federation, in each case, permitting such Transfer, (iii) a certificate executed by a senior officer of each RTK Transferee to whom any Shares are being transferred, identifying the shareholders of such RTK Transferee as of the proposed date of effectiveness of such Transfer and specifying such shareholders' respective percentage ownership interests in such RTK Transferee, and (iv) if RTK has the ability to elect a majority of the board of directors of RTC-Leasing OJSC at the time of the proposed Transfer, a guarantee of RTK in respect of the obligations of such RTK Transferee under this Agreement, duly executed by an authorized signatory of RTK and otherwise in form and substance satisfactory to the Company, provided that such guarantee shall remain in effect only for so long as RTK retains the ability to elect a majority of the board of directors of RTC-Leasing OJSC.
Transfers to Permitted Transferees. The provisions contained in this Article 3 shall not apply to (a) transfers by a Stockholder to an Affiliate of such Stockholder, (b) if such Stockholder is a corporation, transfers to the stockholders of such corporation pursuant to a duly declared dividend, (c) transfers to any nominee of such Stockholder made solely for bona fide internal administrative purposes, (d) transfers by a Stockholder to such Stockholder’s spouse, children or other member of such Stockholder’s immediate family, or to a trust for the benefit of such persons, (e) transfers by a Stockholder to the trustee or trustees of a trust revocable solely by such Stockholder, (f) transfers by a Stockholder to such Stockholder’s guardian or conservator, (g) transfers by a Stockholder, in the event of such Stockholder’s death, to such Stockholder’s executor(s) or administrator(s) or to trustee(s) under such Stockholder’s will or (h) transfers of (1) an aggregate of 770,000 shares of Series C Stock by Schweizerhall Holding AG to Omega Fund III, L.P., (2) an aggregate of 65,732 shares of Series F Stock by Schweizerhall Holding AG to Omega Fund III, L.P. and (3) warrants for the purchase of an aggregate of 16,433 shares of Series F stock by Schweizerhall Holding AG to Omega Fund III, L.P. (collectively, “Permitted Transferees”); provided, however, that in any such event the Shares so transferred in the hands of each such Permitted Transferee shall remain subject to the provisions of this Article 3, and each such Permitted Transferee shall so acknowledge in writing as a condition precedent to the effectiveness of such transfer.
