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 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. 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. 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

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

  • Certain Transactions and Agreements To the Knowledge of the Company, none of the officers and directors of the Company, and no Shareholder of the Company, nor any immediate family member of an officer or director of the Company, has a direct ownership interest of more than 2% of the equity ownership of any firm or corporation that competes with, or does business with, or has any contractual arrangement with, the Company. None of said officers, directors, Shareholders or immediate family members, is a party to, or otherwise directly or, to the Knowledge of the Company, indirectly interested in any Company Material Contract.

  • Stockholders Agreement The Company shall have executed and delivered the Stockholders Agreement.

  • 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).

  • 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.

  • Restrictions on Transfer; Shell Company Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates or book-entries representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

  • Restriction on Transfer, etc Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share certificates or other evidence of the escrow securities. If a Securityholder is a private company controlled by one or more principals (as defined in section 3.5 of the Policy) of the Issuer, the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure of the principals to the risks of holding escrow securities.

  • 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.

  • Exception for Certain Family Transfers Anything to the contrary contained in this Section notwithstanding, the transfer of any or all of the Shares during the Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate family shall be exempt from the provisions of this Section. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section.

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