Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor or Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof:
Restrictions on Transfers of Securities. (a) Company Preferred Securities or Company Parity Preferred Securities may not be sold or otherwise transferred unless such securities are registered under the Securities Act or an exemption from the registration requirements thereof is available, and the Company Preferred Certificates shall bear a legend to this effect unless the Bank and the Company determine otherwise in compliance with applicable law.
Restrictions on Transfers of Securities. Prior to the Termination --------------------------------------- Date, the Shareholder hereby agrees that it shall not Transfer, or permit the Transfer of, all or any of the Securities beneficially owned by it without the prior written consent of Xxxxxxxxxx which may be given or denied in its sole discretion for any reason or for no reason. No Transfer shall be effective and the Company shall not, and shall not be compelled to, recognize any Transfer or record any Transfer on its books if such Transfer is prohibited by this Agreement, or issue any certificate representing any Securities to any Person who has received such Securities in a Transfer made in contravention of the terms of this Agreement. The parties agree that the restrictions on Transfer set forth in this Agreement are not manifestly unreasonable.
Restrictions on Transfers of Securities. The following restrictions on Transfer (as such term is defined in this Section 4.1) shall apply to all Securities owned by any Shareholder:
Restrictions on Transfers of Securities. (a) (i) Prior to the day that is 181 days after the IPO Date, each Investor shall not Transfer any Class A Common Stock, Class B Common Stock or any TOG Units, (ii) from the day that is 181 days after the IPO Date until the day that is one year after the IPO Date, each Investor shall not Transfer more than 25% of the number of shares of Class A Common Stock, or any shares of Class B Common Stock or any TOG Units that it owned as of the Closing Date, (iii) from the day that is 181 days after the IPO Date until the day that is one year and six months after the IPO Date, each Investor shall not Transfer more than 50% of the number of shares of Class A Common Stock, or any shares of Class B Common Stock or any TOG Units that it owned as of the Closing Date and (iv) from the day that is 181 days after the IPO Date until the day that is two years after the IPO Date, each Investor shall not Transfer more than 75% of the number of shares of Class A Common Stock, or any shares of Class B Common Stock or any TOG Units that it owned as of the Closing Date, in each case, except with the approval of the Executive Committee of the Issuer. In each case, the number of shares of Class A Common Stock, shares of Class B Common Stock or any TOG Units owned as of the Closing Date shall be calculated after giving effect to the extent of the exercise of the underwriters’ overallotment option in the IPO. The terms of this Section 2.1(a) shall expire on the day that is two years after the IPO Date.
Restrictions on Transfers of Securities. No Shareholder may Transfer any interest in any Securities except pursuant to this Article 3, Article 4, Article 5, or Article 6. Notwithstanding anything to the contrary contained herein, (a) in no event shall any Shareholder be permitted to Transfer any interest in Securities to a competitor of the Company or Affiliate of a competitor of the Company, except pursuant to Article 6 or otherwise in connection with an Approved Sale (as defined in Section 6.1 below); provided, however, that Transfers to any Shareholder or any Affiliate of a Shareholder that may own, operate or otherwise be affiliated with a business that competes with the Company shall not be prohibited by this provision, and (b) a Transfer of Securities shall not be valid or of any force or effect if such Transfer would result in (i) a violation or breach of any applicable federal or state securities law or any agreement to which the Company or any Subsidiary is a party or (ii) any revocation or failure to qualify for any federal, state or local license or permit required to operate the Company’s business. Any purported Transfer of Securities which is not made in accordance with the applicable provisions of this Agreement shall not be valid and shall have no force or effect.
Restrictions on Transfers of Securities. (a) TDC covenants and agrees with each other Shareholder that TDC shall not sell, assign, transfer, pledge, hypothecate, make gifts of or in any manner whatsoever dispose of or encumber (any such sale, assignment, transfer, pledge, hypothecation, gift or disposition being hereinafter referred to as a “Transfer”) any Shares or any interest therein, except in accordance with the provisions of this Article II. Any purported Transfer by TDC in violation of this Agreement shall be null and void and of no force and effect and the purported transferee shall have no rights or privileges in or with respect to the Company.
Restrictions on Transfers of Securities. As an inducement to Buyer to enter into this Agreement, (i) Seller hereby represents and warrants to Buyer (which representations and warranties shall survive the Closing) that Seller is the direct beneficial owner of 4,291,584 shares of common stock of Buyer as of the date of this Agreement (such shares, the “Restricted Shares”) and (b) Seller agrees that, from the date of this Agreement until November 6, 2016, Seller shall not, without the prior written consent of Buyer, sell, pledge, encumber or otherwise dispose of or transfer, nor permit to be sold, pledged, encumbered or otherwise disposed of or transferred in any manner, either voluntarily or by operation of law, any of the Restricted Shares or any of the economic or other rights associated therewith or otherwise enter into any transaction or agreement with respect to the Restricted Shares that would be reportable with the Securities and Exchange Commission under Section 13(d) or Section 16(a) of the Securities Exchange Act of 1934, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder, provided that the provisions of this Section 6(a) shall not apply (i) to the sale of the Securities to Buyer in accordance with this Agreement, (ii) if Buyer fails to consummate the transactions contemplated hereby by paying the Purchase Price set forth herein on the settlement date or (iii) to sales or transfers in response to a tender or exchange offer for the common stock of Buyer (other than a tender or exchange offer by Seller or an affiliate) or as part of a merger, consolidation or other transaction in which all or substantially all of the outstanding shares of common stock of Buyer are converted into or exchanged for other consideration and is approved by the stockholders of Buyer.
Restrictions on Transfers of Securities. Employee covenants and agrees that during the Lock-Up Period he and his controlled affiliates shall not effect any Disposition with respect to any shares of capital stock or any other securities of the Company (either now held or hereafter acquired), subject to the following exceptions for Dispositions: (1) to any person or group approved in writing in advance by a majority of the Board; (2) to AEC Associates, L.L.C. ("AEC") or any of its affiliates; or (3) in response to a tender offer or exchange offer made by the Company or recommended by the Board, or pursuant to a merger, consolidation or other business combination involving the Company approved by the Board. The "Lock-Up Period" shall mean the period beginning the Date of this Agreement and ending on the earlier of the third anniversary of the Date of this Agreement or the date neither AEC nor any of its affiliates own or hold any shares of capital stock or any other securities of the Company. Employee and his affiliates shall be deemed to have effected a "Disposition" of any shares of capital stock or other security, if any of them directly or indirectly, (i) offers to sell, contracts to sell, makes any short sale of, or otherwise sells, disposes of, distributes, loans, gifts, pledges, assigns, encumbers or grants any options or rights with respect to, such stock or security or any interest therein or any security convertible into or exchangeable or exercisable for any such stock or security, (ii) enters into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such stock or security, or (iii) enters into any agreement or understanding with respect to the foregoing. Notwithstanding the above, an exercise of employee stock options, including but not limited to exercise of Option Number 104 ("Option No. 104") granted on March 16, 1999, with respect to 125,000 shares of Company stock, Option Number 795 ("Option No. 795") granted on July 12, 2001, with respect to 120,000 shares of Company stock, Option Number 952 ("Option No. 952") granted on February 1, 2003, with respect to 150,000 shares of Company stock and Option Number 1NQ ("Option No. 1NQ") granted on February 2, 1998, with respect to 360,000 shares of Company stock, that does not involve a sale of any stock or securities, except to the extent that options are exercised in a cashless exercise transaction in which shares are used to pay the exercise price and applicable withhold...
Restrictions on Transfers of Securities. (a) No Non-OEP Investor shall effect a Transfer of any Securities other than (A) pursuant to Section 1.3 in connection with an Approved Sale, (B) pursuant to Section 1.4 in connection with the exercise of “Tag-Along Rights,” (C) with the prior written consent of OEP (D) pursuant to Section 1.5 after having complied with the requirements thereof, (E) to a Permitted Transferee of the Investor in question, (F) to the Company or (G) in connection with a Public Offering or following a Public Offering in an open market transaction or under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (each of (A), (B), (D), (E),(F) and (G), a “Permitted Transfer”). In exercising the consent and approval provided for in clause (C), OEP may employ its sole discretion in evaluating the nature of the proposed transferee and OEP may impose such conditions on Transfer as it deems appropriate in its sole discretion, including, but not limited to, requirements that the transferee be an employee or shareholder of the Company. Any purported Transfer in violation of this Agreement or any federal or state securities laws shall be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to the Company.
