Examples of Transfer Restriction Agreements in a sentence
The legal arrangements created by the Stock Transfer Restriction Agreements are valid and legally enforceable under applicable law.
During this time, the crux of the negotiations involved the terms of proposed “Stapling Provisions” involving Transfer Restriction Agreements which are supposedly intended to limit the ability of the Founders to sell their Google stock in a manner that does not reduce their voting power.
Pursuant to the Transfer Restriction Agreements, the Founders will agree, among other things, not to sell or transfer any Class C capital stock that they receive at any time if, as a result of such sale or transfer, they would own more shares of Class B common stock than Class C capital stock.
Shareholder and Sub were parties to a Director Agreement pursuant to which Shareholder served as the professional director for the PCs and oversaw and coordinated Sub’s business objectives for the PCs. Sub had the right to terminate the Director Agreement without cause or penalty upon a certain number of days’ notice and such termination would trigger a transfer event under each of the Stock Transfer Restriction Agreements.
This summary is subject to and qualified by the provisions of our Amended and Restated Certificate of Incorporation (“certificate of incorporation”), our Amended and Restated Bylaws (“bylaws”), the terms of our Class C Undertaking (as defined below), and certain Transfer Restriction Agreements (as described below), copies of which are incorporated herein by reference.
When the system is energised, the power LED is lit (green), otherwise it is unlit.When the system is operating normally, and is generating power, the run LED is lit (green), otherwise it remains unlit.When the system develops a fault, the Fault LED lights one of two colours to indicate a fault.
The Common Share Transfer Restriction Agreements shall terminate on the earlier of: (i) three years froem the dat of the Common Share Transfer Restriction Agreements; (ii) a completion of a transaction giving rise to a "fundamental chang";e(iii) the date of that NGP no longer owns or controls 5% of the Common Shares (o-n a non diluted basis); or (iv) the date on wchi the Common Shares held by the parties to the Common Share Transfer Restriction Agreements are no longer subject to transfer restrictions.
As part of the New Charter, the Founders would be subject to these Transfer Restriction Agreements so long as their shared controlling interest is at least 34 percent.
On March 5, 2012, the Founders reduced their Ownership Threshold proposal from 40 percent to 35 percent while also proposing that the Transfer Restriction Agreements could be amended or waived with the approval of a majority of the board of directors, excluding The Founders.
Later on April 11, 2012, the Board of Directors unanimously declared that the Reclassification was advisable and in the best interests of Google and its stockholders (other than the stockholders who will enter into the Transfer Restriction Agreements, as to whom no determination was made).