Certain Transferees Bound by Agreement Sample Clauses

Certain Transferees Bound by Agreement. Subject to compliance with the other provisions of this Article III, any Securityholder may Transfer any Securities held by such Securityholder in accordance with applicable law; provided, that if the Transfer is not made pursuant to a Public Sale or a transaction the consummation of which will cause the termination of this Agreement pursuant to Article VII, then the Transferor of such Security shall first deliver to the Company a written agreement of the proposed Transferee (excluding a Transferee that is a limited partner of Vestar) to become a Securityholder and to be bound by the terms of this Agreement (unless such proposed Transferee is already a Securityholder). All Pro-Fac Securities and Employee Securities will continue to be Pro-Fac Securities and Employee Securities in the hands of any Transferee (other than the Company, Vestar or any Transferee in a Public Sale); provided, that Pro-Fac Securities and Employee Securities Transferred pursuant to an exercise of tag-along rights as an Other Holder under Section 3.2(a) shall not be subject to the provisions of Section 3.1 in the hands of the Transferee or any subsequent Transferee. All Vestar Securities will continue to be Vestar Securities in the hands of any Transferee (other than the Company, Pro-Fac, the Employees or a Transferee in a Public Sale).
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Certain Transferees Bound by Agreement. Subject to compliance with the other provisions of this Article III, any Securityholder may Transfer any Securities held by such Securityholder in accordance with applicable law; provided, however, that if the Transfer is not made pursuant to a Public Sale or a transaction the consummation of which will cause the termination of this Agreement pursuant to Article VII, then the Transferor of such Security shall first deliver to the Company a written agreement of the proposed Transferee (excluding a Transferee that is a Limited Partner) to become a Securityholder and to be bound by the terms of this Agreement (unless such proposed Transferee is already a Securityholder). All Marathon Securities, Xxxxxxx Family Securities and Employee Securities will continue to be Marathon Securities, Xxxxxxx Family Securities and Employee Securities in the hands of any Transferee (other than the Company, Vestar or any Transferee in a Public Sale); provided that Marathon Securities, Xxxxxxx Family Securities and Employee Securities Transferred pursuant to an exercise of tag-along rights as an Other Holder under Section 3.2(a) shall not be subject to the provisions of Section 3.1 in the hands of the Transferee or any subsequent Transferee. All Vestar Securities will continue to be Vestar Securities in the hands of any Transferee (other than the Company, Marathon, the Xxxxxxx Family Securityholders, the Employees or a Transferee in a Public Sale).
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Certain Transferees Bound by Agreement. Subject to compliance with the other provisions of this Article III, any Securityholder may Transfer any Securities held by such Securityholder in accordance with applicable law; provided, however, that if the Transfer is not made pursuant to a Public Sale or a transaction the consummation of which will cause the termination of this Agreement pursuant to Article V, then the Transferor of such Security shall first deliver to the Company a written agreement of the proposed Transferee (excluding a Transferee that is a Limited Partner) to become a Securityholder and to be bound by the terms of this Agreement (unless such proposed Transferee is already a Securityholder). All Employee Securities will continue to be Employee Securities in the hands of any Transferee (other than the Company, Blackstone or any Transferee in a Public Sale). All Blackstone Securities will continue to be Blackstone Securities in the hands of any Transferee (other than the Company, the Employees or a Transferee in a Public Sale).
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Certain Transferees Bound by Agreement. Each Securityholder hereby agrees that it shall, prior to any Transfer by such Securityholder of Securities that is not to be made (a) pursuant to an offering registered under the Securities Act (a “Public Offering”) , or to the public through a broker, dealer or market-maker pursuant to Rule 144 promulgated thereunder (a “Rule 144 Sale”) or (b) in a transaction that will result in the termination of this Agreement, deliver to the Corporation and to Holdings a written agreement of the proposed Transferee to become a Securityholder and to be bound by the terms of this Agreement; provided that the foregoing agreement shall not apply in respect of Transfers of Voting Securities and/or Holdings Interests to a limited partner of Vestar (excluding any such limited partner who is an employee either of the general partner of Vestar or an Affiliate of the general partner of Vestar). All Park Avenue Securities and Other Investor Securities will continue to be Park Avenue Securities or Other Investor Securities, as the case may be, in the hands of any Transferee (other than the Corporation, Holdings or any of their Subsidiaries, Vestar or any Transferee in a Public Sale). All Vestar Securities will continue to be Vestar Securities in the hands of any Transferee (other than the Corporation, Holdings or any of their Subsidiaries, Park Avenue, Other Investors or a Transferee in a Public Sale).
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Certain Transferees Bound by Agreement. Subject to compliance with the other provisions of this Article III and the LLC Agreement, any Company Securityholder may Transfer any Company Securities held by such Company Securityholder in accordance with applicable law; provided, however, that if the Transfer is not made pursuant to a Public Sale or a transaction the consummation of which will cause the termination of this Agreement pursuant to Article IV, then the Transferor of such Company Security shall first deliver to the Company a written agreement of the proposed Transferee (excluding a Transferee that is a Limited Partner) to become a Company Securityholder and to be bound by the terms of this Agreement (unless such proposed Transferee is already a Company Securityholder). All Employee Securities, TCW Securities and NYLIM Securities will continue to be Employee Securities, TCW Securities and NYLIM Securities, respectively, in the hands of any Transferee (other than the Company, Vestar, any Transferee in a Public Sale or any Transferee in a Transfer pursuant to clause (e) of an Exempt TCW Transfer or an Exempt NYLIM Transfer); provided that any Employee Securities, TCW Securities or NYLIM Securities Transferred pursuant to an exercise of tag-along rights as an Other Holder under Section 3.3(a) shall not be subject to the provisions of Section 3.1 in the hands of the Transferee or any subsequent Transferee; provided, further, any TCW Securities or NYLIM Securities transferred pursuant to clause (e) of an Exempt TCW Transfer or an Exempt NYLIM Transfer, as applicable, shall be treated similar to the TCW Securities or NYLIM Securities in the hands of the Transferee. All Vestar Securities will continue to be Vestar Securities in the hands of any Transferee (other than the Company, the Employees or a Transferee in a Public Sale).
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Certain Transferees Bound by Agreement. Subject to compliance with the other provisions of this Article III, any Stockholder may Transfer any Securities held by such Stockholder in accordance with applicable law; provided, however, that if the Transfer is not made pursuant to a Public Sale or a transaction the consummation of which will cause the termination of this Agreement pursuant to Article VI, then the transferor of such Security shall first deliver to the Company a written agreement of the proposed transferee to become a Stockholder and to be bound by the terms of this Agreement (unless such proposed transferee is already a Stockholder). All Non-Blackstone Securities will continue to be Non-Blackstone Securities in the hands of any transferee (other than the Company, any Blackstone Holder or any transferee in a Public Sale). All Blackstone Securities will continue to be Blackstone Securities in the hands of any transferee, except if the transferee is (i) the Company or any of its Subsidiaries, (ii) the Non-Blackstone Holders, (iii) a transferee in a transaction that constitutes a Change of Control, or (iv) a transferee in a Public Sale.
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Certain Transferees Bound by Agreement. Subject to compliance with the other provisions of this Article IV, any Stockholder may Transfer any Securities held by such Stockholder in accordance with applicable law; PROVIDED, HOWEVER, that if the Transfer is not made pursuant to a Public Sale or a Sale of the Company, then the transferor of such Security shall first deliver to Holdings a written agreement of the proposed transferee, including the transferee in an Exempt Transfer that is not pursuant to a Public Sale or a Sale of the Company, to become a Stockholder and to be bound by the terms of this Agreement, including, without limitation, the requirements of Section 2.3 (unless such proposed transferee is already a Stockholder). All Employee Securities will continue to be Employee Securities in the hands of any transferee (other than the Company, Holdings or any transferee in a Public Sale). All AIP Securities will continue to be AIP Securities in the hands of any transferee (other than the Company, Holdings or any transferee in a Public Sale). All BNS Securities will continue to be BNS Securities in the hands of any transferee (other than the Company, the Employees, AIP or a transferee in a Public Sale). All New Stockholder Securities will continue to be New Stockholder Securities in the hands of a transferee (other than the Company, BNS, the Employees, AIP or any transferee in a Public Sale).
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Certain Transferees Bound by Agreement. Subject to compliance with the other provisions of this Article 3 applicable to such Management Securityholder, any Management Securityholder may Transfer any Securities held by such Securityholder in accordance with applicable law; provided, however, that if the Transfer is an Exempt Transfer, then the transferor of such Security shall first deliver to the Company a written agreement of the proposed transferee to become a Securityholder and to be bound by the terms of this Agreement applicable to the Securityholder who Transferred the Securities. All Management Securities will continue to be Management Securities in the hands of any transferee who is required to become a party hereto under this Section 3.2.
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Certain Transferees Bound by Agreement. BlackRock Xxxxx hereby agrees that it shall, prior to any Transfer by it of Securities that is not to be made (a) pursuant to an offering registered under the Securities Act (a “Public Offering”), or to the public through a broker, dealer or market-maker pursuant to Rule 144 promulgated thereunder (a “Rule 144 Sale”) or (b) in a transaction that will result in the termination of this Agreement, deliver to the Corporation and to Holdings a written agreement of the proposed Transferee to become a Securityholder and to be bound by the terms of the 2010 DynaVox Securityholders Agreement (unless such proposed Transferee is already a party to such agreement); provided that the foregoing agreement shall not apply in respect of Transfers of Voting Securities and/or Holdings Interests to a limited partner of Vestar (excluding any such limited partner who is an employee either of the general partner of Vestar or an Affiliate of the general partner of Vestar). All Vestar Securities will continue to be Vestar Securities in the hands of any Transferee (other than the Corporation, Holdings or any of their Subsidiaries, Park Avenue, Other Investors or a Transferee in a Public Sale).
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Related to Certain Transferees Bound by Agreement

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Termination of Shareholders Agreement Each of the Parties agrees that upon the Closing, the Shareholders’ Agreement shall be, without any further action required by any Party, terminated immediately, in its entirety and shall be of no further force or effect, including without limitation, each of the provisions of Section 8.3 thereof.

  • Certain Transactions and Agreements To the Knowledge of the Company ----------------------------------- and the Shareholders, none of the directors or shareholders of the Company, nor any member of their immediate families, has any direct or indirect ownership interest in any firm or corporation that competes with the Company (except with respect to any interest in less than one percent of the stock of any corporation whose stock is publicly traded). None of said officers directors, shareholders or employees, nor any member of their immediate families, is directly or indirectly interested in any contract or informal arrangement with the Company, except for normal compensation for services as an officer, director or shareholder thereof. None of said officers, directors, shareholders or employees nor any member of their immediate families has any interest in any property, real or personal, tangible or intangible, including any Intellectual Property Rights, used in or pertaining to the business of the Company, except for the normal rights of a shareholder of the Company.

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Restrictions on Transfer of RSUs Subject to Section 15 of the Plan, neither the RSUs evidenced hereby nor any interest therein or in the Common Stock underlying such RSUs shall be transferable prior to payment to the Grantee pursuant to Section 5 hereof other than by will or pursuant to the laws of descent and distribution.

  • Certain Transactions and Confidentiality Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules. Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • Restriction on Transfer of Option Unless otherwise determined by the Committee in accordance with the Plan, (a) no part of the Option shall be Transferable other than by will or by the laws of descent and distribution and (b) during the lifetime of the Participant, the Option may be exercised only by the Participant or the Participant’s guardian or legal representative. Any attempt to Transfer the Option other than in accordance with the Plan shall be void.

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