Exceptions to Restrictions on Disposition Sample Clauses

Exceptions to Restrictions on Disposition. The restrictions set forth in Section 4.1 hereof shall not apply to any of the following Dispositions: (i) any repurchase or redemption by the Company from an Investor or Additional Stockholder of any shares of Capital Stock (or other securities of the Company), provided that such repurchase or redemption is effectuated in accordance with and is not in contravention of the terms of this Agreement, Delaware law, or as set forth in the Amended Certificate; (ii) in the case of an Investor or Additional Stockholder who is a natural person, to such Stockholder’s spouse, children, sisters or brothers (collectively, “Family Members” and, individually a “Family Member”) or any trust, limited partnership or limited liability company primarily for the benefit of a Family Member or Family Members; (iii) in the case of an Investor or Additional Stockholder that is not a natural person, to any successor, partner, parent, subsidiary or affiliate of such Investor or Additional Stockholder; or (iv) to any Person in accordance with the terms of Section 4.4 or Section 5 hereof; provided, however, with respect to any of the foregoing, that as a condition of such Disposition being effective, any such transferee shall agree in writing to be bound by, and the shares so transferred shall remain subject to, the terms and conditions of this Agreement.
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Exceptions to Restrictions on Disposition. The restrictions set forth in Section 7.12 hereof shall not apply to any of the following Dispositions: (i) any repurchase or redemption by the Company from the Recipient of the Restricted Stock, provided that such repurchase or redemption is effectuated in accordance with applicable law and as set forth in the Amended and Restated Certificate of Incorporation of the Company; or (ii) to the Recipient’s spouse, children, sisters or brothers (collectively, “Family Members” and, individually a “Family Member”) or any trust, limited partnership or limited liability company primarily for the benefit of a Family Member or Family Members; provided, however, with respect to any of the foregoing that any such transferee shall agree in writing to be bound by, and the shares so transferred shall remain subject to, the terms and conditions of this Agreement.
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Exceptions to Restrictions on Disposition. The restrictions set forth in Section 4(a) hereof shall not apply to any of the following Dispositions: (i) any purchase, repurchase or redemption by the Company or purchase or repurchase by Safeway or a Subsidiary of Safeway; or (ii) except as otherwise provided in Section 6, to the personal representative of a Stockholder who is deceased or adjudicated incompetent; provided, however, with respect to the foregoing, that any such transferee (other than the Company, Safeway or a Subsidiary of Safeway) shall agree in writing to be bound by, and the shares so transferred shall remain subject to, the terms and conditions of this Agreement.
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Exceptions to Restrictions on Disposition. The restrictions set forth in Section 9.1 hereof shall not apply to any of the following Dispositions: (i) any repurchase or redemption by the Company from the Recipient of the Restricted Stock, provided that such repurchase or redemption is effectuated in accordance with and is not in contravention of the terms of this Agreement, Delaware law, or as set forth in the Amended and Restated Certificate of Incorporation of the Company; (ii) to the Recipient’s spouse, children, sisters or brothers (collectively, “Family Members” and, individually a “Family Member”) or any trust, limited partnership or limited liability company primarily for the benefit of a Family Member or Family Members; or (iii) to any Person in accordance with the terms of Section 10 [or Section 11] hereof or the Plan; provided, however, with respect to any of the foregoing [(except as to Section 11)], that any such transferee shall agree in writing to be bound by, and the shares so transferred shall remain subject to, the terms and conditions of this Agreement.
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Exceptions to Restrictions on Disposition. The restrictions set forth in Section 6(a) hereof shall not apply to any purchase, repurchase or redemption by the Company or by any assignee of the Company, including, without limitation, pursuant to Sections 3 and 4 of the Investor Agreement, or any sale by [***] pursuant to Section 5 of the Stockholders Agreement.
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Exceptions to Restrictions on Disposition. The restrictions set forth in Sections 5 and 11.1 hereof shall not apply to any of the following Dispositions: (i) any repurchase or redemption by the Company from the Recipient of the Restricted Stock, provided that such repurchase or redemption is effectuated in accordance with and is not in contravention of the terms of this Agreement, Delaware law, or as set forth in the Amended and Restated Certificate of Incorporation of the Company; (ii) to any Person in accordance with the terms of Section 11 hereof or the Plan; or (iii) to any Affiliate of Recipient which is approved by the Company (which approval shall not be unreasonably withheld); provided, however, with respect to any of the foregoing, that any such transferee shall agree in writing to be bound by, and the shares so transferred shall remain subject to, the terms and conditions of this Agreement.
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Related to Exceptions to Restrictions on Disposition

  • Restrictions on Dispositions Shareholder agrees that, from and after the date of this Agreement and through the Effective Time, he or she will not take any action that will alter or affect in any way the right to vote the Shares, except (i) with the prior written consent of Bancorp or (ii) to change such right from that of a shared right of Shareholder to vote the Shares to a sole right of Shareholder to vote the Shares.

  • Restrictions on Disposition The Stockholder hereby agrees, except as permitted in this Section 4(a) and Section 4(b) below, not to directly or indirectly, offer to sell, contract to sell, transfer, assign, cause to be redeemed or otherwise sell or dispose of any of the Parent Shares (collectively a "Disposition") received by the stockholder in connection with the Merger without the prior written consent of Cordiant. Notwithstanding anything to the contrary provided in this Agreement, the Stockholder shall have the right to transfer Parent Shares (i) to any Family Member, (ii) to the trustee or trustees of a trust solely (except for remote contingent interests) for the benefit of the Stockholder and/or one or more Family Members and/or a charitable organization (a "Family Member Trust"), (iii) to a foundation created or established by the Stockholder, or any other charitable organization, (iv) to a corporation of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding capital stock, (v) to a limited liability company of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding membership interests, (vi) to a partnership of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the partnership interests, (vii) to the executor, administrator or personal representative of the estate of the Stockholder or any other Family Member, or (viii) to any guardian, trustee or conservator appointed with respect to the assets of the Stockholder, provided, that in the case of any such transfer, the transferee shall execute an agreement to be bound by the terms of this Agreement (each such transfer, a "Permitted Transfer" and, collectively, the "Permitted Transfers"). For purposes of this Agreement, "Family Member" shall mean (a) the Stockholder's spouse, if living with the Stockholder, (b) any one of the following: the Stockholder's father, mother, issue, brother or sister, and the issue of a brother or sister, and (c) the spouse of any Family Member described in (b) above, if the spouse shall be living with that Family Member. The Stockholder hereby agrees and consents to the entry of stop transfer instructions with Cordiant's transfer agent against the transfer of such Parent Shares except in compliance with this Agreement. Notwithstanding the foregoing, the Stockholder may pledge, hypothecate or otherwise grant a security interest in all or a portion of the Parent Shares beneficially owned by him during the term of this Agreement; provided, however, that any Person receiving such Parent Shares shall be subject to all of the restrictions on Disposition of such Parent Shares imposed by this Agreement to the same extent as the Stockholder.

  • Limitations on Disposition No Grantor will sell, license, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted by the Credit Agreement.

  • Limitation on Restrictions on Distributions from Restricted Subsidiaries (a) The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

  • Exceptions to Restrictions The provisions of Section 3.1 shall not apply to any of the following transfers:

  • Further Limitations on Disposition The Purchaser further agrees not to make any disposition directly or indirectly of all or any portion of the Shares unless and until:

  • Restrictions on U.S Transfers. Transfers of interests in the Regulation S Global Security to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of Section 3.03(h)(C).

  • Restrictions on Use Licensee is not permitted to make any use of the Licensed Marks in connection with products or services other than the Sprint PCS Products and Services, and as specifically authorized in Sections 1.1(b) above with respect to Related Equipment and Premium and Promotional Items, nor to make any use of the Licensed Marks directed outside of the Service Area.

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

  • Restrictions on Distributions No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any distributions to the Company or the Operating Partnership or from making any other distribution on such subsidiary’s equity interests, except (A) pursuant to the agreements set forth in Exhibit E and (B) as described in the Registration Statement and the Prospectus and as prohibited by applicable law.

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