Transfers of Securities representing Voting Power (assuming the conversion of all Convertible Preferred Stock to be transferred) of 5.0% or more pursuant to the following procedure (the "Sale Option"):
(i) If a member of the Stockholder Group (the "Seller") determines that it wishes to seek a buyer for any of the Securities in a transaction that would result in a purchaser other than a member of the Stockholder Group holding 5.0% or more of the Voting Power (assuming the conversion of all Convertible Preferred Stock to be transferred), Seller shall provide written notice (a "Sale Notice") of its intention to sell such Securities (the "Sale Securities"). The Sale Notice shall specify the number of Sale Securities and the cash price per share at which the Company or its designee may purchase the Sale Securities.
(ii) The Company shall give notice to the Seller within 15 days of receiving the Sale Notice of whether the Company intends to purchase the Sale Securities, and if the Company elects to purchase such Sale Securities, the Company shall have a period ending on the later of fifteen (15) days after the date of the Sale Notice and five (5) days from the date of receipt of all necessary regulatory approvals (the "Sale Period") (provided, that in no event shall the Sale Period exceed one hundred eighty (180) days) within which to effect a closing of the Company's or its designee's purchase of all, but not less than all, of the Sale Securities.
(iii) If the Company or its designee shall not give the Seller notice of its election to purchase the Sale Securities within the specified period or shall for any reason fail to effect a closing of the purchase of all of the Sale Securities within the Sale Period, the Seller shall have the right, for a period of one year following such notice of election not to purchase or failure to purchase, to sell all or part of such Sale Securities to any other person for a price equal to or exceeding the price specified in the Sale Notice; provided however that before the Seller may sell the Sale Securities to any such person pursuant to this Section 3.4(b), such person shall have entered into a stockholders agreement containing substantially the same terms as this Agreement, except for Sections 4.1 and 4.2 hereto.
Transfers of Securities. 4 3.1 Restrictions on Transfer of Securities...........................4 3.2 Restrictions on Transfers of Vestar Securities...................4 3.3
Transfers of Securities. 4 (a) Prohibition on Transfers.................................................. 4 (b) Transfer Procedure; Right of First Refusal................................ 4 (c) Transfers to Related Transferees.......................................... 5 (d) Legend on Certificates.................................................... 6 (e) Transfers in Violation of this Agreement.................................. 6 5. COMPANY CALL OPTION........................................................... 6 (a) Call Purchase Event and Purchase Price.................................... 6 (b) Exercise of Call Option................................................... 7
Transfers of Securities. (a) Prohibition on Transfers. Each of the members of the HPA Group, ------------------------ Occidental and each of the Class II Stockholders hereby agrees that such Stockholder will not Transfer any Securities (or any interest therein) now or hereafter at any time owned by such Stockholder, except for Transfers permitted pursuant to this Section 4, Section 5 or Section 7 of this Agreement (each such Transfer being a "PERMITTED TRANSFER").
Transfers of Securities. 3.1. Except as expressly permitted by the terms of this Agreement, each of xx Xxxxx and Quilvest hereby agrees that he or it shall not Transfer, or permit the Transfer of, all or any of the Securities beneficially owned by him or it. Xxxxxxxxxx agrees that it will not transfer any Securities if such Transfer is prohibited by the terms and conditions of this Agreement. As a condition to any Transfer to a Xxxxxxxxxx Permitted Transferee, such Xxxxxxxxxx Permitted Transferee shall execute a counterpart agreeing to be bound by the terms and conditions of this Agreement to the same extent as its transferor. No Transfer shall be effective and the Company shall not, and shall not be compelled to, recognize any Transfer or record any Transfer on its books if such Transfer is prohibited by this Agreement, or issue any certificate representing any Securities to any Person who has received such Securities in a Transfer made in contravention of the terms of this Agreement, and only if such Person has delivered to the Company and Xxxxxxxxxx an executed counterpart where one is required to be delivered hereunder.
3.2. Each of Quilvest and xx Xxxxx shall be permitted to Transfer Securities beneficially owned by it to any Affiliate of such Shareholder, and xx Xxxxx shall be permitted to transfer Securities beneficially owned by him to a member of his Immediate Family or to a Family Trust, provided that, in any such case, any such transferee shall, as a condition to such Transfer, execute a counterpart, and deliver such counterpart to the Company and Xxxxxxxxxx, providing that such transferee shall be bound by the terms and provisions of this Agreement to the same extent as the transferor was bound.
3.3. In the case of a proposed Transfer of Securities by Quilvest or xx Xxxxx to someone other than one of its Affiliates, or, in the case of xx Xxxxx, to a member of his Immediate Family or to a Family Trust, then Quilvest or xx Xxxxx shall provide Xxxxxxxxxx with written notice at least 20 days prior to the anticipated Transfer. Such notice shall contain (a) the identity of the proposed transferor and (b) the proposed number of Securities to be transferred. Within 15 days of receipt of written notice of a proposed Transfer, Xxxxxxxxxx shall provide either (i) written consent to the proposed Transfer, which consent may be denied for any reason or for no reason, and which may be given or denied in Xxxxxxxxxx'x sole and absolute discretion, (ii) written notice specifying an alte...
Transfers of Securities representing Voting Power (assuming the conversion of all Convertible Preferred Stock to be transferred) of less than 5.0% to any Transferee, without prior notice to the Company, so long as such Transferee and any Affiliate of such Transferee and any such person who is a member of a 13D Group with such Transferee does not have a Voting Ownership Percentage (assuming the conversion of all Convertible Preferred Stock to be transferred) of 5.0% or more immediately after giving effect to such Transfer.
Transfers of Securities. Subject to the next succeeding sentence, during the period from and after the Closing Date through and until the third anniversary thereof, each of the REI Shareholders and each of the Moore Shareholders shall have the right to Transfer any Restxxxxxd Securities held by them to any Person, provided that such Person shall have executed and delivered a Joinder Agreement. Notwithstanding the foregoing, no REI Shareholder or Moore Shareholder shall transfer any Restricted Securities xx x Competitor, except (a) with the approval of a majority of the members of the Board, (b) pursuant to a tender offer or exchange offer to all holders of Common Stock by a Competitor, after the consummation of which, such Competitor would, directly or indirectly, be the beneficial owner of more than fifty percent of the Common Stock on a Fully Diluted Basis, or (c) in the case of the REI Shareholders, only, if a Triggering Event has occurred and is continuing.
Transfers of Securities. 5 3.2 Legend.....................................................5
Transfers of Securities.
10.1 No party to this Agreement shall Transfer any Securities, unless such Transfer is expressly required or permitted pursuant to, and in each case carried out in accordance with, the provisions of this Agreement.
10.2 Each relevant Group Company:
(a) shall be obliged to register any Transfer of Securities required or permitted pursuant to, and in each case carried out in accordance with, the provisions of this Agreement; and
(b) shall not register a Transfer of Securities unless such Transfer of Securities is required or permitted pursuant to, and in each case carried out in accordance with, the provisions of this Agreement.
Transfers of Securities. RESTRICTIVE LEGENDS; EXCHANGES; LOST, STOLEN OR MUTILATED CERTIFICATES Each certificate or other instrument evidencing Purchased Securities and each certificate or other instrument for any such Purchased Securities issued to subsequent transferees of any such Purchased Securities shall (unless otherwise permitted by the provisions of Section 8.3) be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES \ LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. "ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO CERTAIN CONDITIONS SPECIFIED IN THE SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT DATED AS OF March 4, 2004, AMONG THE ISSUER HEREOF AND THE PURCHASERS PARTY THERETO. UPON THE FULFILLMENT OF CERTAIN CONDITIONS SPECIFIED THEREIN, THE ISSUER HEREOF HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THESE LEGENDS, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER HEREOF."
