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 fo...
Share Transfers. Registering transfers
Share Transfers. Transfers of the Shares to the Purchaser and/or its nominee duly executed by the Vendors in registrable form;
Share Transfers. Unless the Board approves otherwise by unanimous resolution, the Shareholder must not transfer any Co-Founder’s Shares while the Company retains an option to purchase any of those shares under this Agreement.
Share Transfers. 7.1. No Shareholder may transfer its shares to any person (including to another Shareholder), or if a juristic person, undergo a change in control, without the prior written consent of SBC.
Share Transfers. 4 5.1 Registering Transfers 4 5.2 Form of Instrument of Transfer 5 5.3 Transferor Remains Shareholder 5 5.4 Signing of Instrument of Transfer 5 5.5 Enquiry as to Title Not Required 5 5.6 Transfer Fee 5
Share Transfers. General prohibition on transfer
Share Transfers. 5.1 From the date hereof until the earlier of (i) the date two (2) years after the Closing Date, (ii) the date on which IMS ceases to Beneficially Own a number of Shares at least equal to ten percent (10%) of the Outstanding Shares as of the Closing Date, or (iii) the date on which a Change of Control of TriZetto shall have occurred (the "RESTRICTED PERIOD"), IMS shall not, without the prior written consent of TriZetto, Transfer any Shares that are Beneficially Owned by IMS, except for a Transfer that complies with any of the following subsections (each such Transfer, a "PERMITTED TRANSFER"):
Share Transfers. SECTION 3.01.
Share Transfers. The Shares or any New Shares may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than (i) transfers by will or by operation of Law or other transfers for estate-planning purposes, (ii) if Stockholder is a corporation (including any non-profit corporation), partnership (including any general partnership, limited partnership or limited liability partnership), joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association, organization or entity, and each of its successors (an “Entity”), 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, (iii) with respect to any options or warrants to acquire Shares held by Stockholder which expire on or prior to the Expiration Date, transfers, sale, or other disposition of Shares to the Company as payment for the (a) exercise price of Stockholder’s options or warrants and (b) taxes applicable to the exercise of Stockholder’s options or warrants, (iv) transfers to another holder of the capital stock of the Company that has signed a voting agreement in substantially the form hereof, or (v) transfers, sales or other dispositions as Parent may otherwise agree in writing in its sole discretion. If any voluntary or involuntary transfer of any Shares covered hereby shall occur, 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 subject to all of the restrictions, Liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Stockholder and has not executed a counterpart hereof or joinder hereto.
