Restrictions on Transfer of Securities. The Securities are not transferable except upon the conditions specified in this Article VII, which conditions are intended to ensure compliance with the provisions of the Securities Act and state securities laws in respect of the transfer of any of such securities. Each instrument representing the Securities shall be stamped or otherwise imprinted with legends substantially in the following form until such time as the conditions set forth in such legends have been met: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER STATE LAW." The Corporation shall be entitled to enter stop transfer notices on its stock books with respect to the Securities until the conditions as set forth in the legend above with respect to the transfer of such securities have been met.
Restrictions on Transfer of Securities. Prior to the completion of the Company's first Public Offering, no holder of Marathon Securities, Xxxxxxx Family Securities or Employee Securities may Transfer any Marathon Securities, Xxxxxxx Family Securities or Employee Securities, as the case may be, except in an Exempt Transfer or otherwise provided by this Agreement.
Restrictions on Transfer of Securities a. I understand that (i) there may be no market for the Common Stocks, (ii) the purchase of the Common Stocks is a long- term investment, (iii) the transferability of the Common Stocks is restricted, (iv) the Common Stocks may be sold by me only pursuant to registration under the Securities Act and State Laws, or an opinion of counsel that such registration is not required, and (v) the Company does not have any obligation to register the Common Stocks.
Restrictions on Transfer of Securities. Without the consent of the Vestar Majority Holders (which consent may be given or withheld in their sole and absolute discretion), no holder of Pro-Fac Securities or Employee Securities may Transfer any Pro-Fac Securities or Employee Securities, as the case may be, except in an Exempt Transfer or as otherwise provided by this Agreement.
Restrictions on Transfer of Securities. (a) Transfer of Securities Other than Executive Securities. No holder of any Securities (other than THL and CIVC) may sell, transfer, assign, pledge, be redeemed, have repurchased, or otherwise dispose of (a "Transfer") any interest in any Stockholder Shares or Partnership Securities (other than the Transfer of Executive Securities pursuant to the Executive Agreements) without the prior written consent of THL (which consent will not be unreasonably withheld), except pursuant to (i) the provisions of this paragraph 2, (ii) pursuant to a Public Sale or (iii) pursuant to a Sale of the Company or Sale of the Partnership, as applicable (with it being understood that any such Transfer for which the consent of THL has been obtained shall nonetheless be subject to the restrictions on Transfer set forth in this paragraph 2). Transfers (other than pledges) by THL and CIVC are subject to paragraph 2(c) hereof. Pledges of Securities by THL and the exercise of rights and remedies with respect thereto (including, without limitation, the foreclosure or realization upon, or sale or other disposition of, such Securities in respect of such pledge or in lieu thereof), shall not be restricted by the provisions of this Agreement or the Partnership Agreement, and, without limiting the generality of the foregoing, shall not be subject to paragraph 2(c) hereof. The Company hereby irrevocably consents to the admission as a Substitute Limited Partner (as defined in the Partnership Agreement) of any successor to THL as the owner of any Securities pursuant to the exercise of any rights and remedies with respect to such pledge pursuant to Section 11.1 of the Partnership Agreement (subject to the requirements of Section 11.4 of the Partnership Agreement and to the immediately following sentence of this paragraph 2(a)). Neither THL nor CIVC will sell, transfer or otherwise convey any Securities to any person who directly or indirectly owns (beneficially or otherwise) more than 5% of any class of securities of any entity engaged in the yellow pages business without the prior written consent of the other party other than pursuant to a Sale of the Company or a Sale of the Partnership.
Restrictions on Transfer of Securities. REGISTRATION OF THE WARRANT SHARES; COMPLIANCE WITH THE SECURITIES ACT.
Restrictions on Transfer of Securities. The undersigned (and each of the undersigned if more than one) hereby makes the following further agreements, representations and warranties regarding the restrictions on the transferability of the Securities:
Restrictions on Transfer of Securities. (a) Transfer of Securities Other than Executive Securities. The holders of Securities (other than Lee xxx CIVC) shall not sell, transfer, assign, pledge, be redeemed, have repurchased, or otherwise dispose of (a "Transfer") any interest in any Stockholder Shares or Partnership Securities (other than Executive Securities pursuant to the Executive Agreements) without the prior written consent of Lee (xxich consent will not be unreasonably withheld), except pursuant to (i) the provisions of this paragraph 2, (ii) pursuant to a Public Sale or (iii) pursuant to a Sale of the Company or Sale of the Partnership. Notwithstanding the foregoing, neither Lee xxx CIVC will sell, transfer or otherwise convey any Securities to any person who directly or indirectly owns (beneficially or otherwise) more than 5% of any class of securities of any entity engaged in the yellow pages business without the prior written consent of the other party other than pursuant to a Sale of the Company or a Sale of the Partnership.
Restrictions on Transfer of Securities. To insure the preservation of certain tax attributes for the benefit of the Corporation and its stockholders, certain restrictions on the transfer or other disposition of Corporation Securities are hereby established as more fully set forth in this Section 6.
Restrictions on Transfer of Securities. Coleman Parent hereby agrees not to, directly or indirectly, for a period of three (3) years from the date hereof, Transfer (as such term is defined in Section 7.1 of the Holdings Merger Agreement) (A) any shares of Sunbeam Common Stock received pursuant to the terms of the Holdings Merger Agreement or (B) any of the Warrants or the Warrant Shares (as defined in the Warrant Agreement), in either case in whole or in part, other than to one of its Affiliates (as such term is defined in the Holdings Merger Agreement) who agrees in writing to be bound by the terms of this Section 4, except that (A) the holder or holders of such shares of Sunbeam Common Stock may at any time or from time to time Transfer so many of such shares of Sunbeam Common Stock as represent in the aggregate seventy-five percent (75%) of such shares of Sunbeam Common Stock, and (B) the holder or holders of the Warrants or the Warrant Shares may at any time or from time to time Transfer so many of the Warrants or the Warrant Shares as represent in the aggregate fifty (50%) of the Warrant Shares Amount (as defined in the Warrant Agreement). The provisions of this Section 4 shall not be applicable, and Coleman Parent shall be free to Transfer any and all shares of Sunbeam Common Stock, Warrants and Warrant Shares, (i) following any change of control of Sunbeam or (ii) in connection with any transaction in which the holders of all of the outstanding shares of Sunbeam Common Stock have the opportunity to Transfer at least 50% of their shares of Sunbeam Common Stock on the same terms. The provisions of this Section 4 shall supersede any and all other restrictions on Transfer that Coleman Parent or any of its Affiliates may have agreed to with Sunbeam or any of its Affiliates.
