Transfer Additional Shares Sample Clauses
The 'Transfer; Additional Shares' clause governs the conditions under which shares may be transferred and addresses the handling of any new shares issued after the initial agreement. Typically, this clause outlines restrictions or procedures for transferring existing shares, such as requiring approval from other shareholders or offering a right of first refusal, and specifies how additional shares issued by the company are to be treated—often ensuring that existing shareholders have the opportunity to maintain their ownership percentage. Its core function is to maintain control over the company's ownership structure and prevent unwanted dilution or changes in shareholder composition without proper oversight.
Transfer Additional Shares. (a) Except as expressly permitted by this Agreement, or required by law or court order, the Holder shall not: (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, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of its Holder Shares or any interest therein, (ii) grant any proxies or powers of attorney or deposit any Holder Shares into a voting trust or enter into a voting agreement with respect to any Holder Shares or (iii) take any action that would make any representation or warranty of the Holder contained herein materially incorrect or have the effect of preventing or disabling the Holder from performing any of its obligations under this Agreement; provided, however, if the Holder is an individual, he or she may transfer Holder Shares (or any securities convertible into, exercisable for, or exchangeable for Holder Shares) by gift, will, or intestate succession to his or her immediate family or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family (for purposes of this paragraph, "immediate family" shall mean spouse, domestic partner, lineal descendant, father, mother, brother or sister of the transferor) so long as the transferee agrees in writing to be bound by the terms of this Agreement.
Transfer Additional Shares. (a) Each Supporting Stockholder will not sell, transfer, assign, pledge, or otherwise dispose of, or enter into any Contract or understanding with respect to the sale, transfer, assignment, or other disposition of, the Converted Shares or any interest contained therein.
(b) Without limiting the provisions of the Merger Agreement, upon (i) any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the B2B on, of, or affecting a Supporting Stockholder's B2B Shares or (ii) such Supporting Stockholder becoming the beneficial record owner of any additional B2B Shares or other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 3.1, ----------- then this Agreement will apply to the shares of capital stock or other securities of the B2B the Supporting Stockholder holds immediately following the effectiveness of the events described in clause (i) or the Supporting Stockholder becoming the beneficial record owner thereof, as described in clause (ii), as though they were B2B Shares hereunder (collectively, the "Subject Shares"). While this Agreement is in effect, each Supporting Stockholder will promptly notify IVAX of the number of new B2B Shares such Supporting Stockholder acquires after the date hereof.
Transfer Additional Shares