Additional Transfer Restriction Sample Clauses
The Additional Transfer Restriction clause sets out extra limitations on the transfer or assignment of rights, interests, or obligations under an agreement. In practice, this clause may prohibit parties from selling, transferring, or otherwise disposing of their contractual interests to third parties without meeting certain conditions, such as obtaining prior written consent or satisfying specific criteria. Its core function is to maintain control over who may become a party to the agreement, thereby protecting the interests of the original parties and preventing unwanted or unapproved transfers.
Additional Transfer Restriction. (a) Each Holder hereby agrees that it will not lend, encumber, offer, pledge, assign, transfer, sell, 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 (“Transfer”), any Shares (as defined in Section 3.4 above) other than by means of a Permitted Transfer (as defined below), until the earlier of (i) five (5) years after the Initial Closing or (ii) the closing of the Initial Offering or Direct Listing (whichever occurs first). If any provision(s) of any agreement(s) currently in effect by and between the Company and any Holder (the “Stockholder Agreement(s)”) conflicts with this Section 4.12, this Section 4.12 shall govern, and the remaining provision(s) of the Stockholder Agreement(s) that do not conflict with this Section 4.12 shall continue in full force and effect.
(b) For purposes of this Section 4.12, a “Permitted Transfer” shall include any of the following:
(i) any Transfer of Shares to the Company;
(ii) any Transfer by a Holder of any or all of such Holder’s Shares to such Holder’s Immediate Family (as defined below) or a trust for the benefit of such Holder or such Holder’s Immediate Family;
(iii) any Transfer by a Holder of any or all of such Holder’s Shares effected pursuant to such Holder’s will or the laws of intestate succession;
(iv) if a Holder is a partnership, limited liability company, corporation or other entity, any Transfer by such Holder of any or all of such Holder’s Shares to the partners, members, retired partners, retired members, stockholders, related persons and/or Affiliates (as defined in Section 1(b) above) of such Holder; provided that no Holder (except for SVF and its respective subsequent transferee(s)) may Transfer any of such Holder’s Shares to a Special Purpose Entity (as defined below) pursuant to this subsection (iv); and/or
(v) any Transfer of Shares approved by the Board, which approval shall not be unreasonably withheld. With respect to the foregoing clause (v), for the avoidance of doubt, but without limiting the factors that may be considered by the Board, it will not be unreasonable for the Board to withhold approval for (i) the Transfer of Shares to a competitor of the Company, (ii) the Transfer of less than all of a transferee’s Shares or (iii) the Transfer of Shares to a party that would, after giving effect to such Transfer, hold a sufficient number of ...
Additional Transfer Restriction. Without the consent of the members, a Member or an assignee may not Transfer his Interest if such Transfer, when aggregated with any prior Transfers, results in a sale or exchange within a 12 month period of 50% or more of the Interests within the meaning of Section 708(b) of the Code.
Additional Transfer Restriction. Notwithstanding any other provision contained herein, without the consent of the Members, a Member or an Unadmitted Assignee may not transfer his, her or its Interest in the Company if such transfer, when aggregated with any prior transfers of Interests in the Company results in a sale or exchange within a 12-month period of 50% or more of the Interests of the Company within the meaning of Code section 708(b).
Additional Transfer Restriction. Notwithstanding the expiration of the Initial Restricted Period or any rights to Sell earlier which may exist under the United States federal securities laws, MPR hereby agrees that without the prior written consent of the Company (which may be withheld in the Company's sole discretion), neither MPR nor any MPR Affiliate (as hereinafter defined) shall, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (collectively, "Sell") (other than to donees who agree to be similarly bound) any of the Shares, until twelve (12) months following the date of this Agreement. Thereafter, this Section 4.1 shall not restrict MPR from Selling up to one-half (1/2) of the Shares. Following the date which is twenty-four (24) months following the date of this Agreement, this Section 4.1 shall not restrict MPR from Selling up all of the Shares. Notwithstanding the foregoing, transfers solely among MPR Affiliates shall not be subject to the transfer restrictions set forth in this Section 4.1 provided the MPR Affiliate transferee agrees in writing to be bound by this Section 4.1 and any requirements of Regulation S. In order