Share Transactions. From the date hereof until the earlier to occur of (i) the IPO Repurchase Closing, (ii) the consummation of an IPO Sale, (iii) the termination of this Agreement and (iv) December 31, 2015, neither Seller shall, and each Seller shall cause its respective Subsidiaries not to, (1) directly or indirectly, including through one or a series of hedging or other derivative transactions, transfer, sell, assign, encumber or dispose of any Share that would result in the Sellers collectively owning fewer than 261,500,000 Shares (or, prior to the Initial Repurchase Closing, less than 784,500,000 Shares), (2) with respect to at least 261,500,000 Shares, directly or indirectly permit the imposition of any Lien that would prevent the sale and delivery of all of such Shares free and clear of all Liens in the IPO Repurchase should such repurchase occur at any time, or (3) acquire any Share (other than pursuant to (x) any share dividends, share splits, reverse share splits, share consolidations or combinations and similar transactions or (y) any exercise after the Initial Repurchase Closing of any of Sellers’ or its Affiliates’ preemptive rights, if any, under the 2005 Shareholders Agreement, 2007 Shareholders Agreement, New Shareholders Agreement and any amendments to the foregoing, the Purchaser’s Organizational Documents, at any time, or under applicable Law; provided, that a change of control of Yahoo! shall not constitute a direct or indirect transfer, sale, assignment, encumbrance or disposal for purposes of the preceding clause (1).
Share Transactions. None of Borrower or any of its Affiliates shall enter into (i) any financing transaction (other than the Transactions) secured by any Shares, (ii) any swap or hedge (including by means of a physically- or cash-settled derivative or otherwise) that is economically similar to a financing transaction secured by or referencing any Shares (iii) any issuance of Indebtedness exchangeable into or with a payout referencing the Shares or (iv) any sale or other direct or indirect transfer of any Shares or economic exposure thereto, in the case of each of immediately preceding clauses (i), (ii), (iii) and (iv), other than a Permitted Transaction (any such prohibited Transaction described in immediately preceding clauses (i), (ii), (iii) or (iv), a “Prohibited Transaction”).
Share Transactions. During the term of this Agreement, except as otherwise provided herein, the Stockholder will not (a) accept any tender or exchange offer for the Shares or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber with any Lien, any of the Shares, (b) acquire any shares of Common Stock or other securities of the Company (otherwise than (i) in connection with a transaction of the type described in 2.2 or (ii) as necessary for the Stockholder to maintain ownership of 80% of the outstanding Common Stock), (c) deposit the Shares into a voting trust, enter into a voting agreement or arrangement with respect to the Shares, or grant any proxy or power of attorney with respect to the Shares, except pursuant to this Agreement, (d) exercise any rights (including, without limitation, under Section 92A.380 of the NRS) to demand appraisal of any Shares which may arise with respect to the Merger, to the extent any such rights may exist under applicable law, or (e) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition, or direct or indirect sale, transfer, pledge, assignment, hypothecation or other disposition, of any interest in or the voting of any shares of Common Stock or any other securities of the Company.
Share Transactions. (a) The purchase price for each of the outstanding Shares to be acquired from the Shareholders (other than Vinyl) shall be an amount, in cash, equal to the quotient of (i) the Aggregate Equity Price PLUS the aggregate exercise price for the Options, DIVIDED by (ii) the number of Shares outstanding as of the Closing on a fully-diluted basis (the "PER SHARE PURCHASE PRICE"). The purchase price for all of the outstanding Vinyl Shares shall be an amount in cash equal to the Per Share Purchase Price multiplied by the aggregate number of Shares held by Vinyl.
Share Transactions. Neither the Borrower nor any of its Affiliates has created, granted, incurred, or permitted to exist, any Lien on any Shares owned by the Borrower or such Affiliate, other than, with respect to the Collateral Shares, Permitted Liens. Neither the Borrower nor any of its Affiliates is party to a Prohibited Transaction.
Share Transactions. Until payment-in-full of the Promissory Note, the Company shall not: (a) issue any capital stock or rights to acquire capital stock in the Company except as consented to by the Seller in writing, which consent will not be withheld by Seller in the event that the funds raised by the issuance or sale of capital stock are paid to Seller to reduce the outstanding Promissory Note; (b) honor any transfer or attempt to transfer any shares of capital stock by its shareholders unless approved in advance in writing by Seller; or (c) redeem or otherwise reacquire for consideration any shares of capital stock owned by its shareholders, unless approved in advance in writing by Seller. Until payment-in-full of the Promissory Note, Existing Shareholder and the Purchaser may not transfer, hypothecate, sell, or assign their shares of capital stock in the Company except to provide security to the Seller for payment of the Promissory Note, unless approved in advance in writing by Seller. Seller’s approval of any transaction set forth herein will not be unreasonably withheld. Seller has consented to transfers between Existing Shareholder and Purchaser and a 5% issuance of unissued stock to an existing board member.
Share Transactions. Subject to applicable law, to the provisions of this Declaration of Trust, and to such restrictions as may from time to time be adopted by the Trustees, each Shareholder may vary its number of Shares in any Sub-Trust at any time by increasing its number of Shares (through a capital contribution) or decreasing its number of Shares (through a capital withdrawal) or by a Complete Redemption of all of its Shares. An increase in the number of Shares shall be reflected as an increase in the Book Capital Account balance of that Shareholder in that Sub-Trust, and a decrease in the number of Shares of a Shareholder in a Sub- Trust or the Complete Redemption of all of the Shares of that Shareholder shall be reflected as a decrease in the Book Capital Account balance of that Shareholder in that Sub-Trust. The Sub- Trust shall, upon appropriate and adequate notice from any Shareholder, increase, decrease, or redeem such Shareholder's Shares for an amount determined in accordance with Sections 5.2 and 5.3. The procedures, if any, for effecting decreases or Complete Redemptions shall be as determined by the Trustees from time to time.