Restriction on Transfer of Securities. Prior to the Expiration Date (as defined herein), Stockholder shall not, either directly or indirectly, consent to any Transfer of, or enter into any contract, agreement, obligation, commitment, arrangement, understanding, instrument, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Securities (or any interest therein); PROVIDED that, the foregoing requirements shall not prohibit any Transfer under Stockholder's will or pursuant to the laws of descent and distribution or any such Transfer to an immediate family member or a family trust for the benefit of immediate family member(s), so long as, in each case, as a precondition to such Transfer the transferee: (i) executes a counterpart of this Agreement and an Irrevocable Proxy in the form attached hereto as Exhibit A (with such modifications as Parent may reasonably request); and (ii) agrees in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreement. Stockholder agrees that Stockholder shall not (a) deposit (or permit the deposit of) any Securities in a voting trust or grant any proxy, power of attorney or similar authority (other than for fulfilling the terms of this Agreement) or enter into any voting agreement or similar agreement in contravention of the obligations of Stockholder under this Agreement with respect to any of the Securities or (b) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or that would in any way restrain, limit or interfere with the performance of Stockholder's obligations under this Agreement or the transactions contemplated hereby and by the Merger Agreement.
Restriction on Transfer of Securities. The Securities may not be transferred, in whole or in part, either directly or by operation of law or otherwise.
Restriction on Transfer of Securities. Subject to Section 2.2, Stockholder shall not, during the term of this Agreement, directly or indirectly: (i) cause or permit any Transfer of any or all of the Securities or any interest therein; (ii) grant any proxies or powers of attorney with respect to any Securities not Transferred or deposit any Securities not Transferred into a voting trust or enter into a voting agreement with respect to any Securities not Transferred, or (iii) take any action (other than any action of Stockholder in the exercise of Stockholder’s fiduciary duties to Company, to the extent any such duties shall exist) that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of impairing Stockholder from performing any of Stockholder’s obligations under this Agreement (it being understood that nothing contained in this Agreement shall be deemed to restrict the ability of Stockholder to exercise (but not Transfer) any Derivatives held by Stockholder prior to the Expiration Date). Stockholder further agrees with and covenants to TIBCO that Stockholder shall not request that Insightful register the Transfer of any certificate or uncertificated interest representing any of the Securities, unless such Transfer is made in compliance with this Agreement. Stockholder agrees that, in order to ensure compliance with the restrictions referred to herein, Insightful may issue appropriate “stop transfer” instructions to its transfer agent.
Restriction on Transfer of Securities. A restriction on the transfer or registration of transfer of securities of the corporation may be imposed either by the Certificate of Incorporation or by these By-Laws or by an agreement among any number of security holders or among such holders and the corporation. No restriction so imposed shall be binding with respect to securities issued prior to the adoption of the restriction unless the holders of the securities are parties to an agreement or voted in favor of the restriction. A restriction on the transfer of securities of the corporation is permitted by this Section if it:
Restriction on Transfer of Securities. (a) Each of the Purchasers and GAP 74 hereby agrees not to, directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose (each, a "Transfer") of, any Restricted Shares prior to the first anniversary of the Closing Date, except (i) GAP LP, GAP Coinvestment, GapStar, GMBH Coinvestment and GAP 74 may Transfer, in the aggregate, so many Restricted Shares in any three month period as would be permitted pursuant to Rule 144(e)(1)(i) promulgated by the Commission under the Securities Act (as in effect on the date hereof) whether or not Rule 144(e)(1)(i) is applicable and whether or not the other conditions set forth in Rule 144 are satisfied, (ii) PVC, ComVest, Shea and Priddy may Transfer, in the aggregate, so many Restricted Xxxres ix xxx three month period as would be permitted pursuant to Rule 144(e)(1)(i) promulgated by the Commission under the Securities Act (as in effect on the date hereof) whether or not Rule 144(e)(1)(i) is applicable and whether or not the other conditions set forth in Rule 144 are satisfied, (iii) to a Permitted Transferee in accordance with clause (b) of this Section 8.5 who enters into a written joinder agreement reasonably acceptable to the Company acknowledging that such Permitted Transferee is acquiring the Restricted Shares subject to the obligations and restrictions set forth in this Agreement with respect to such Restricted Shares, (iv) in connection with a Sale Transaction and (v) any Transfer which has been approved in advance by the Board of Directors. For the avoidance of doubt, any Transfer of Restricted Shares pursuant to any of the foregoing clauses (i) through (v) shall be without duplication of any Transfer of Restricted Shares pursuant to any other of the foregoing clauses (i) through (v). The Company may neither waive the foregoing restrictions on Transfer with respect to any of GAP LP, GAP Coinvestment, GapStar, GMBH Coinvestment or GAP 74 without similarly waiving the foregoing restrictions on Transfer with respect to PVC, ComVest, Shea or Priddy (allocated among such parties as such parties shall xxxee) xxx xxive the foregoing restrictions on Transfer with respect to PVC, ComVest, Shea or Priddy without similarly waiving the foregoing restrictionx xx Traxxxxx with respect to GAP LP, GAP Coinvestment, GapStar, GMBH C...
Restriction on Transfer of Securities. Notwithstanding anything herein to the contrary, neither the Warrants nor the Common Stock issued upon exercise of the Warrants may be transferred, assigned, pledged or hypothecated for a period of one year following the IPO Effective Date, provided, however, that during such period, the Warrants or the Common Stock issued upon exercise of the Warrants may be transferred, in accordance with the provisions of Conduct Rule 2710(c)(7) of the National Association of Securities Dealers, Inc. (the "NASD"), to any member of the NASD participating in the IPO or to any corporate officer of Prudential or its affiliates
Restriction on Transfer of Securities. The Shareholders shall not Transfer the Securities held by them or any right, title or interest therein or thereto, except as expressly permitted under this Clause 8. Any attempt to Transfer the Securities in violation of the preceding sentence shall be null and void ab-initio, and the Company shall not register any such Transfer. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Transfer restrictions on the Shareholders in this Agreement and/or the Charter Documents shall not be avoided by the holding of Securities indirectly through a company or other entity that can itself be sold in order to dispose of an interest in the Securities free of such restrictions. Any Transfer, issuance or other disposal of any Securities (or other interest) resulting in any change in Control, directly or indirectly, of any entity holding Securities shall be treated as being a Transfer of the Securities held by such Party, and the provisions of this Agreement that apply in respect of the Transfer of Securities shall apply in respect of the shares (or other interest) so held.
Restriction on Transfer of Securities. During any time which the corporation issues any securities that are not registered under the Securities Act of 1933, as amended, the transfer of any such unregistered securities shall be restricted such that they may not be reoffered, sold, pledged, assigned, encumbered, transferred or otherwise disposed of, and the registrar and transfer agent shall not register any such sale or transfer thereof unless the corporation has received an opinion of counsel or other evidence satisfactory to the Board of Directors to the effect that the securities have been validly registered with all appropriate authorities or that the securities are or the transaction is exempt from registration thereunder. To the fullest extent permitted by law, any transfer or purported transfer of any unregistered security not made in accordance with these bylaws shall be null and void. The certificates shall bear appropriate legends evidencing the restrictions on transfer.
Restriction on Transfer of Securities. Subject to Section 3(c) below, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Stockholder’s shares of the Company’s capital stock.
Restriction on Transfer of Securities. No security issued by the Company, other than a non-convertible debt security, may be transferred, except
