No Share Transfers Sample Clauses

No Share Transfers. (a) Except as specifically provided in Section 4.1(b), Section 4.2(ii), 4.2(iv) and 4.2 (vi), notwithstanding any provision to the contrary in any Transaction Agreement, no Founder shall, nor shall it enter into any arrangement to, transfer, assign, mortgage or charge or pledge any securities or shares it owns or come to own directly or indirectly, as record shareholders or beneficial owners of the securities or shares in Tekventure or UIL (such securities or shares of Tekventure or UIL, the “Corporate Founder Securities”), without the prior written consent of the Series A Holders holding at least a majority of the outstanding Series A Preference Shares and the prior written consent of the Series B Holders holding at least a majority of the outstanding Series B Preference Shares and the prior written consent of the Majority Note Holders, voting as separate classes. Each Corporate Founder shall not enter into any arrangement to issue and shall not issue any new securities of the Corporate Founder or options therefor of any kind to any person for any reason in any form, and except as exempted under Section 4.1(b) below, give effect to any changes to its shareholding or its share capital in anyway without the prior written consent of the Series A Holders holding at least a majority of the outstanding Series A Preference Shares and the prior written consent of the Series B Holders holding at least a majority of the outstanding Series B Preference Shares and the prior written consent of the Majority Note Holders, voting as separate classes. In addition, except as specifically provided in Section 4.1(b), Section 4.2(ii), 4.2(iv) and 4.2(vi) below, each of the Individual Founders shall procure all direct or indirect, current and future shareholders of the respective Corporate Founders not to transfer any Corporate Founder Securities owned by them without the prior written consent of the Series A Holders holding at least a majority of the outstanding Series A Preference Shares and the prior written consent of the Series B Holders holding at least a majority of the outstanding Series B Preference Shares and the prior written consent of the Majority Note Holders, voting as separate classes. No Corporate Founder shall give effect to transfer of Corporate Founder Securities by its shareholders/members made in violation of this Section 4.1. Except as exempted under Section 4.2, in the event the Investors consent to any proposed transfer of Corporate Founder Securities ...
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No Share Transfers. The Companies shall not purchase or otherwise acquire any stock or other securities of any of the Companies or any rights, options, or securities to acquire any stock or other securities of any of the Companies.
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No Share Transfers. (a) Except as exempted under subsection 9.1(b) below, notwithstanding any provision to the contrary in any Transaction Agreement, no Restricted Party shall transfer any of its shares in the Company for a period of one (1) year following the Closing without the prior written consent of the Investors representing at least sixty-seven percent (67%) of the Preferred Shares then outstanding (voting as a class and on an as-converted basis). For the avoidance of doubt, after the expiration of such one (1) year period, all transfers of shares in the Company by the Restricted Parties shall remain subject to the obligations set forth in Section 2 of the ROFR Agreement. The share transfer restrictions imposed by this Section 9.1 shall terminate automatically if the Investors sell or transfer to third parties in the aggregate more than fifty percent (50%) of Preferred Shares held by the Investors.
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No Share Transfers. RBI Trust hereby covenants and agrees that if and until this Agreement is terminated in accordance with its terms, it will not, and will not agree to, without the consent of EQBK, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate, cause to be redeemed or otherwise dispose of (any such transaction, a “Transfer”) any of its shares of RBI Stock. Any attempted Transfer of any of its shares of RBI Stock or any interest therein in violation of this section shall be null and void.
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No Share Transfers. (a) Except as exempted under subsection 9.1(b) below, notwithstanding any provision to the contrary in any Transaction Agreement, no Restricted Party shall transfer any of its shares in the Company for a period of one (1) year following the Closing without the prior written consent of the Investors representing at least sixty-seven percent (67%) of the Preferred Shares then outstanding (voting as a class and on an as-converted basis). 21
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Related to No Share Transfers

  • Share Transfers From and after the date hereof until the Expiration Date, Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)) any Shares or any New Shares acquired, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, Stockholder may make (1) transfers by will or by operation of Law or other transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to Stockholder’s Parent Options which expire on or prior to the Expiration Date, transfers, sale, or other disposition of Shares or New Shares to Parent as payment for the (i) exercise price of Stockholder’s Parent Options and (ii) taxes applicable to the exercise of Stockholder’s Parent Options, (3) with respect to Stockholder’s Parent Restricted Stock Units, (i) transfers for the net settlement of Stockholder’s Parent Restricted Stock Units settled in Shares or New Shares (to pay any tax withholding obligations) or (ii) transfers for receipt upon settlement of Stockholder’s Parent Restricted Stock Units, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by Stockholder as a result of such settlement, (4) if Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Stockholder or to an Affiliated corporation, trust or other Entity under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that, in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (5) transfers to another holder of the capital stock of the Company that has signed a voting agreement in substantially the form hereof, and (6) transfers, sales or other dispositions as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary transfer of any Shares or New Shares covered hereby shall occur (including a transfer or disposition permitted by Section 4(1) through Section 4(6), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), (x) the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares or New Shares subject to all of the restrictions, Liabilities and rights under this Agreement, which shall continue in full force and effect, and the transferee shall agree in writing to be bound by the terms and conditions of this Agreement and either the Stockholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such transfer.

  • Share Transfer Concurrently with the execution of this Agreement, the Issuer shall execute a share transfer order (the "Transfer Order"), as established by Russian law and required by the holder of the share registry of the Issuer (the "Registrar"). The Issuer shall deliver a duly executed Transfer Order to the Registrar in order for the transfer of the Shares from the Issuer to the Purchaser to be registered in the share registry of the Issuer.

  • Transfer of Shares Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

  • Sale and Transfer of Shares (a) Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers free and clear of all Encumbrances.

  • Transfer of Units 10.3.1 Units may be transferred only in the manner described in Article 9.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to 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).

  • No Transfer of Shares Each of the Selling Shareholders, directly or indirectly, has not entered into any commitment, transaction or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, which transfers or may transfer any of the legal or beneficial ownership or any of the economic consequences of ownership of the Selling Shareholder Shares to be sold by such Selling Shareholder hereunder, except as has been previously disclosed in writing to the Underwriter.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • No Shareholder Rights Except as provided in this Warrant, Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant.

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