Treatment of Prohibited Transfers. Unless the transfer is permitted as provided in Article NINTH, Section (3), any attempted transfer of Stock or Options in excess of the Stock or Options that could be transferred to the transferee without restriction under Article NINTH, Section (2)(a) shall be prohibited, shall be null and void ab initio and shall not be effective to transfer ownership of such excess Stock or Options (the “Prohibited Shares”) to the purported acquiror thereof (the “Purported Acquiror”), who shall not be entitled to any rights as a shareholder of the Corporation with respect to such Prohibited Shares (including, without limitation, the right to vote or to receive dividends with respect thereto).
(a) Upon demand by the Corporation, the Purported Acquiror shall transfer any certificate or other evidence of purported ownership of Prohibited Shares within the Purported Acquiror’s possession or control, along with any dividends or other distributions paid by the Corporation with respect to any Prohibited Shares that were received by the Purported Acquiror (the “Prohibited Distributions”), to such Person as the Corporation shall designate to act as transfer agent for such Prohibited Shares (the “Agent”). If the Purported Acquiror has sold any Prohibited Shares to an unrelated party in an arm’s-length transaction after purportedly acquiring them, the Purported Acquiror shall be deemed to have sold such Prohibited Shares for the Agent, and in lieu of transferring such Prohibited Shares (and Prohibited Distributions with respect thereto) to the Agent shall transfer to the Agent any such Prohibited Distributions and the proceeds of such sale (the “Resale Proceeds”) except to the extent that the Agent grants written permission to the Purported Acquiror to retain a portion of such Resale Proceeds not exceeding the amount that would have been payable by the Agent to the Purported Acquiror pursuant to Article NINTH, Section (4)(b) below if such Prohibited Shares had been sold by the Agent rather than by the Purported Acquiror. Any purported transfer of Prohibited Shares by the Purported Acquiror other than a transfer described in one of the first two sentences of this Article NINTH, Section (4)(a) shall not be effective to transfer any ownership of such Prohibited Shares.
(b) The Agent shall sell in one or more arm’s-length transactions any Prohibited Shares transferred to the Agent by the Purported Acquiror, provided, however, that any such sale must not constitute a Prohibited Transfe...
Treatment of Prohibited Transfers. In the event a Principal Stockholder should sell any Common Stock in contravention of the participation rights of the Investor under this Agreement (a "Prohibited Transfer"), the Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided in Section 2.2 below, and a Principal Stockholder shall be bound by the applicable provisions of such put option.
Treatment of Prohibited Transfers. In the event the Founder sells any Co-Sale Securities of the Company in contravention of the participation rights of the Investor under this Agreement (a "Prohibited Transfer"), the Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided in Section 2.2 below, and the Founder shall be bound by the applicable provisions of such put option.
Treatment of Prohibited Transfers. In the event a Shareholder should engage in a Prohibited Transfer, the Holder, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided in Section 3.2.
Treatment of Prohibited Transfers. In the event any Shareholder should sell any Common Stock or Other Securities in contravention of this Agreement (a "Prohibited Transfer"), the Warrantholder, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the right to receive the Purchase Price in the same manner as the Warrantholder otherwise would have been entitled under this Agreement. For purposes of this Section 2.1, the Seller(s) shall pay to the Warrantholder such Purchase Price within thirty (30) days after the later of (i) the date on which the Warrantholder received notice from the Seller(s) of the Prohibited Transfer and (ii) the date the Warrantholder otherwise became aware of the Prohibited Transfer. Notwithstanding the foregoing, any transfer of shares, or purported or attempted transfer to be effected, not in accordance with the terms and conditions of this Agreement, shall be voidable by the Company at the option of the Warrantholder; provided, however, any such transfer or purported or attempted transfer or any such voidance by the Company shall not affect the obligation of the Transferee to pay the Purchase Price to the Warrantholder in accordance with Article I. In the event the Company receives notice from the Seller(s) of a Prohibited Transfer or otherwise becomes aware of a Prohibited Transfer, the Company shall promptly notify the Warrantholder. The Company agrees it will not effect any such transfer nor will it treat any alleged transferee as the registered owner of such shares of Common Stock or Other Securities without affording to the Warrantholder notice and opportunity to exercise its rights pursuant to Article I or Article II.
Treatment of Prohibited Transfers. In the event that, notwithstanding the provisions of Section 1 hereof, a Leeds Affiliate should effectuate an effective Transfer of any Common Stock in contravention and breach of the Tag Along Rights of the Purchaser (a "Prohibited Transfer"), then the Purchaser, in addition to such other remedies as may be available at law, in equity or hereunder (including, without limitation, enforcing the voidability of the Prohibited Transfer as provided in Section 1 hereof), shall have the put option provided in Section 2.2 below, and Leeds shall be bound by the applicable provisions of such put option.
Treatment of Prohibited Transfers. In the event a Founder sells any Co-Sale Securities of the Company in contravention of the participation rights of the Investors under
Treatment of Prohibited Transfers. In the event that a Principal or Principals should sell any shares of Common Stock of the Company in contravention of the participation rights of the Shareholders under this Agreement (a "PROHIBITED TRANSFER"), each Shareholder, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided in Section 2.2 below, and the selling Principal or Principals shall be bound by the applicable provisions of such put options.
Treatment of Prohibited Transfers. If a Transferor sells any Common Stock in contravention of the participation rights of the Investor under this Agreement (a "Prohibited Transfer"), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided in Section 2.2 below, and such Transferor shall be bound by the applicable provisions of such put option.
Treatment of Prohibited Transfers. In the event the Stockholders (the “Violating Stockholders”) should sell any Stock in contravention of the rights of the Investors under this Agreement (a “Prohibited Transfer”), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided in Section 2.2, and the Violating Stockholders shall be bound by the applicable provisions of such put option.
