Certain Transfer Restrictions. The Warrants and the Warrants Shares constitute “restricted securities” as such term is defined in Rule 144(a)(3) and may only be disposed of in compliance with U.S. federal securities laws and applicable state securities or “Blue Sky” laws. Without limiting the generality of the foregoing, except for a transfer to an affiliate of a Buyer or a bona fide pledge of the Warrants or the Warrant Shares, the Warrants and the Warrant Shares may not be offered for sale, sold, transferred, assigned, pledged or otherwise distributed unless (i) such offer, sale, transfer, assignment, pledge or distribution is subsequently registered under the 1933 Act, (ii) a Buyer shall have delivered to the Company an opinion of counsel reasonably acceptable to the Company, in a form generally acceptable to the Company, to the effect that such Warrants or Warrant Shares to be offered for sale, sold, transferred, assigned, pledged or otherwise distributed may be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to an exemption from such registration, or (iii) such Warrants or Warrant Shares can be offered for sale, sold, transferred, assigned, pledged or otherwise distributed pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as applicable. In furtherance of the foregoing, except as otherwise provided below and elsewhere in this Agreement, certificates for the Warrant Shares shall bear a legend which shall be in substantially the following form until such shares are covered by an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.” The applicable Warrant shall bear substantially the following legend: “THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SUCH SECURITIES AC...
Certain Transfer Restrictions. (a) From the date hereof to the date of the next annual meeting of the stockholders of the Company in May, 1997, neither the Swiss Re Stockholders nor the Reliance Stockholders shall be permitted to transfer any Shares to a third party unless, prior to any proposed transfer the Swiss Re Stockholders or Reliance Stockholders (as the case may be, a "Selling Stockholder") has given written notice of the proposed transfer of such Shares (the "Notice of Intention") to the Company specifying the type and number of Shares which such Selling Stockholder wishes to transfer, the proposed purchase price (the "Offer Price") therefore and all other material terms and conditions of the proposed transfer. For a period of thirty (30) days following its receipt of the Notice of Intention, the Company or its designees shall have the right to purchase all or (with the consent of the Selling Stockholder) any portion of the Shares offered by such Selling Stockholder at the Offer Price and on the other terms specified in the Notice of Intention, exercisable by delivery of an irrevocable notice (the "Company Notice") to the Selling Stockholder specifying the number of offered Shares with respect to which the Company or its designees is exercising its option. If all notices required to be given pursuant to this Section have been duly given and the Company or its designees do not exercise the option to purchase the offered Shares at the Offer Price and on the other terms specified in the Notice of Intention or determined, with the consent of the Selling Stockholder, to exercise its option to purchase a portion of the offered Shares, then the Selling Stockholder shall have the right, at any time thereafter to sell to a third party the offered Shares remaining unsold under this Section at a price not less than the Offer Price and on other terms which shall not be materially more favorable to such third party in the aggregate than those terms set forth in the Notice of Intention.
Certain Transfer Restrictions. [RESERVED]
Certain Transfer Restrictions. During the period from the date hereof until the earlier of such time as: (a) after the transactions contemplated by this Agreement are first publicly announced; or (b) this Agreement is terminated in full, the Investor shall not engage, or cause any of its Affiliates acting on its behalf or pursuant to any understanding with it to engage, in any short sales (as defined in Rule 200 of Regulation SHO under the Exchange Act) or similar transactions with respect to the Class A Shares or any securities exchangeable or convertible for Class A Shares.
Certain Transfer Restrictions. (a) Except as required by paragraph 8 hereof, no Key Holder shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law or otherwise) any interest in any Stockholder Shares (a “Transfer”), until and in connection with an IPO or a Sale of the Company (“Restricted Period”) without the prior written consent of Investors holding a majority of the outstanding shares of Preferred Stock. After the expiration of the Restricted Period, no Key Holder shall Transfer any interest in any Stockholder Shares, except pursuant to a Public Sale or a Sale of the Company (an “Exempt Transfer”) or the provisions of this paragraph 3. For the avoidance of doubt, the Investors shall not be subject to the provisions of this paragraph 3.
Certain Transfer Restrictions. (a) Any attempted Transfer that is prohibited by this Section 2.3 and not approved by majority vote of the Board shall be null and void ab initio and shall not be effective to Transfer any Warrants. The Company may seek any remedy available to it at law, in equity or otherwise, including an injunction prohibiting any such Transfer, to enforce the provisions of this Section 2.3.
Certain Transfer Restrictions. (a) The TPG Member and its Affiliates and the TB Member and its Affiliates shall not knowingly Transfer, directly or indirectly, all or any portion of its Interest to any of the Persons set forth on Schedule 8.05(a). This Section 8.05(a) shall automatically terminate at such time as the TPG Member and its Affiliates or the TB Member and its Affiliates, as the case may be, hold less than 5% of the outstanding Units of the Company. Notwithstanding any other provision in this Agreement, any amendment to this Agreement having the effect of amending or modifying this Section 8.05(a) (including for the avoidance of doubt Schedule 8.05(a)) shall require the prior written consent of the Intel Member, the TPG Member and (if such amendment involves adding Person to Schedule 8.05(a) or the TB Member is otherwise adversely effected by such amendment), the TB Member.
Certain Transfer Restrictions. Such Purchaser is aware that the Securities purchased at the first Closing (when the Company is an Israeli public company) are and will be subject to transfer restrictions in the Israeli Securities Law Regulations (Details with Regard to Sections 15A to I5C of the Law) - 2000, which impose certain restrictions in respect of the tradability of such Securities.
Certain Transfer Restrictions. The Executive agrees that, prior to the earlier of the 18-month anniversary of the Effective Date and the termination of the Executive’s employment with the Corporation (such earlier date, the “Rule 10b5-1 Date”), the Executive shall not, without the approval of the Board, sell, lend, offer, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any securities of Holdings, except pursuant to (i) any new, modified or amended contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)(1) under the Exchange Act (as defined in Section 19) (such a contract, instruction or written plan, a “Rule 10b5-1 Plan”) that has been approved by the Board on or after the Effective Date, (ii) any existing Rule 10b5-1 Plan entered into prior to the Effective Date, assuming such plan is not subsequently modified or amended except as has been approved by the Board, (iii) transfers pursuant to a tender offer, merger, consolidation or other similar transaction that is approved by the Board , (iv) a transfer pursuant to a will, other testamentary document or intestacy, (v) a transfer by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement, (vi) a transfer to an estate planning vehicle or entity or to any other entity or vehicle that is an affiliate of Executive, subject in each case to the last sentence of this Section 6.3, (vii) a bona fide gift, or (viii) a transfer to Holdings or to any subsidiary thereof. If any securities of Holdings beneficially owned by the Executive as of or subsequent to the date hereof are transferred to an estate planning vehicle or entity or any other entity or vehicle that is an affiliate of the Executive prior to the Rule 10b5-1 Date, then such shares shall continue to be subject to all of the terms and conditions set forth in this Section 6.3.
Certain Transfer Restrictions. Any Common Units issued to Xx. Xxxxxxxxxxx or Xx. Xxxxxxxxx as Common Unit Consideration or Earn-out Common Unit Consideration (as defined in Section 3.01(b) below), in the aggregate, shall be restricted as to transfer as follows: (i) not more than 20% of any such Common Units until the first annual anniversary of the Closing Date, (ii) not more than 40% of any such Common Units until the second annual anniversary of the Closing Date, (iii) not more than 60% of any such Common Units until the third annual anniversary of the Closing Date, (iv) not more than 80% of any such Common Units until the fourth annual anniversary of the Closing Date and (v) thereafter freely transferable except for restrictions on transfer under the Securities Act.
