Other Restrictions on Transfer. The restrictions on transfer contained in this Agreement are in addition to any other restrictions on transfer to which an Investor may be subject, including any restrictions on transfer contained in the Company’s certificate of incorporation, stock option or warrant agreement, stock purchase agreement or other agreement to which such Investor is a party or by which such Investor is bound or any applicable lock up rules and regulations of any national securities exchange or market or national securities association.
Other Restrictions on Transfer. In addition to any other restrictions on Transfer in this Agreement, no Member may Transfer a Unit (including by way of acquisition of Units by the Manager or any other acquisition of Units by the Company) if the Manager determines:
Other Restrictions on Transfer. The restrictions on transfer of shares pursuant to this Agreement shall be subject to any additional restrictions on transfers that any Shareholder may agree to, to the extent that such additional restrictions may be more restrictive.
Other Restrictions on Transfer. Notwithstanding anything in this Agreement to the contrary, starting immediately after the pricing of a Public Offering (as defined in the Laureate Certificate of Designations) and continuing, until the earlier of (x) the date on which the Initial Follow-on Public Offering (as defined in the Laureate Certificate of Designations) is consummated pursuant to the Laureate Certificate of Designations and the Preferred Investor Registration Rights Agreement or (y) if then converted, the date which is 120 days (or if a registration is suspended, postponed or otherwise not available pursuant to the terms of the Preferred Investor Registration Rights Agreement, then an additional number of days equal to the length of such suspension, postponement or lack of availability) after the date on which an amount of Conversion Stock (as defined in the Laureate Certificate of Designations) equal to or more than the Priority Amount (as defined in the Laureate Certificate of Designations) has been registered pursuant to an effective registration statement in accordance with the terms of the Preferred Investor Registration Rights Agreement, or if earlier, the date on which at least the Priority Amount under such registration statement has been sold, no Securityholder or Investor shall offer, sell or otherwise Transfer (as defined in the Preferred Stockholders Agreement), either directly or indirectly, or agree to offer, sell or otherwise Transfer, either directly or indirectly, any of such Person’s Securities, including pursuant to a Registration Statement (as defined in the Certificate of Designations) or in a Public Offering; provided, that this Section 4.3 shall not apply to Transfers (as defined in the Preferred Stockholders Agreement) with respect to Xxxxxx Excluded Securities (as defined in the Preferred Stockholders Agreement). Notwithstanding anything in this Agreement to the contrary, this
Other Restrictions on Transfer. (a) Any Person (including any Permitted Transferee) to whom Securities are to be Transferred (except pursuant to a Public Sale or Sale of the Company) shall execute and deliver, as a condition to such Transfer, all documents deemed reasonably necessary by the Company, in consultation with its counsel, to evidence such party’s joinder in and to this Agreement, including a Subscription and Joinder in substantially the form of Exhibit B attached hereto.
Other Restrictions on Transfer. The restrictions on transfer of shares pursuant to this Agreement shall be subject to any additional restrictions on transfers that any Pro Transferor may agree to for the benefit of the managing underwriter in any registered offering undertaken by the Corporation, to the extent that such additional restrictions may be more restrictive.
Other Restrictions on Transfer. In addition to any other restrictions on Transfer in this Agreement, no Partner may Transfer an Interest (including by way of acquisition of Interests by the General Partner or any other acquisition of Interests by the Partnership) if the Partnership determines:
Other Restrictions on Transfer. The restrictions on Transfer contained in this Agreement are in addition to any other restrictions on Transfer to which a Stockholder may be subject, including any restrictions on transfer contained in any equity incentive plan, restricted stock agreement, stock option agreement, stock subscription agreement or other agreement to which such Stockholder is a party or instrument by which such Stockholder is bound. Each Transfer of Common Stock by a Stockholder holding Class A Common Stock must be made simultaneously in respect of Class A Common Stock and Class B Common Stock and must be made such that the proportion of such Stockholder’s Class A Common Stock to its Class B Common Stock (excluding any incentive equity Class B Common Stock acquired under the Management Equity Plan), taken together, remains constant following such Transfer; provided that the foregoing requirement for proportional Transfers shall not apply to a redemption or conversion of the Class A Common Stock.
Other Restrictions on Transfer. Without in any way limiting their representations set forth above, each Lender further agrees that it shall in no event make any disposition of all or any portion of the Units unless: (a) There is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with said registration statement; (b) The sale is to the Borrower; or (c) (1) Lender shall have notified the Borrower of the proposed disposition and shall have furnished the Borrower with a reasonably detailed statement of the circumstances surrounding the proposed disposition; (2) Lender shall have furnished the Borrower with an opinion of his or her counsel to the effect that such disposition will not require registration under the 1933 Act; and (3) such opinion shall be in form and substance reasonably acceptable to counsel for the Borrower and the Borrower shall have advised Lender of such acceptance.
Other Restrictions on Transfer. (1) The restrictions on Transfer set out in Sections 4.01, 4.03, 4.04, 4.05 and 4.06 are without prejudice to any other limitations on the Transfer of any of the Consideration Shares, including those restrictions contained in the Pelawan Trust Deed and any escrow agreement required for the TSX Venture Exchange.
