Transfer of Capital Stock. If the FRANCHISEE is a corporation, then the shares of capital stock of the FRANCHISEE owned by the FRANCHISEE'S shareholders ("capital stock") may not be sold, pledged, assigned, traded, transferred or otherwise disposed of by the FRANCHISEE'S shareholders until the capital stock has been first offered to WCH in writing under the same terms and conditions offered to any third party. In the event the FRANCHISEE'S shareholders desire to sell, assign, trade, transfer or dispose of their shares of capital stock, the FRANCHISEE'S shareholders will first offer them to WCH in writing under the same terms and conditions as being offered to any third party. WCH will have fifteen (15) business days within which to accept any shareholder's offer to sell, assign, trade, transfer or dispose of the capital stock. Notwithstanding the terms of this Article, the FRANCHISEE'S shareholders may bequeath, sell, assign, trade or transfer their capital stock to the other shareholders of the FRANCHISEE without first offering it to WCH, provided that each proposed transferee shareholder who will be involved in the operations or management of the We Care Hair Business has successfully completed WCH'S training program and has been certified by WCH and is, in WCH'S reasonable judgment, qualified from a managerial and financial standpoint to operate the We Care Hair Business in an economic and businesslike manner. The FRANCHISEE and the FRANCHISEE'S shareholders must provide WCH with written notice of all such transactions, and the proposed transferee shareholders must agree to be personally liable under this Agreement and enter into a written agreement where they agree to perform all the terms and conditions contained in this Agreement. All shares of capital stock issued by the FRANCHISEE to its shareholders must bear the following legend: The shares of capital stock represented by this stock certificate are subject to a written Franchise Agreement which grants WCH, Inc., the right of first refusal to purchase these shares of capital stock from the shareholder. Any person acquiring the shares of capital stock represented by this stock certificate will be subject to the terms and conditions of the Franchise Agreement between the company specified on the face of this stock certificate and WCH, Inc., which includes provisions containing covenants not to compete that apply to all shareholders.
Transfer of Capital Stock. Effective on the Separation Date, MRV hereby assigns, transfers, conveys and delivers (or will cause any applicable Subsidiary to assign, transfer, convey and deliver) to Luminent, and Luminent hereby accepts from MRV, or the applicable MRV Subsidiary, all of MRV's and its applicable Subsidiary's right, title and interest in the capital stock FOCI, QOI and OIC owned by MRV, or its Subsidiaries, as of even date herewith.
Transfer of Capital Stock. (a) No Party may transfer any shares of Capital Stock of the Company prior to December 21, 2007, except as contemplated by Sections 4.2, 4.3, 4.7, 4.8 or 4.9 hereof or pursuant to an offering of equity securities registered under the Securities Act by the Company. The terms and provisions of this Article 4 (other than Section 4.9) shall terminate and be of no further force and effect with respect to Capital Stock owned by any of the Parties at such time as: (i) prior to a Qualified IPO, the percentage ownership of the DLJ Parties, their Affiliates and their Permitted Transferees, of the outstanding Common Stock of the Company is less than 25% of their percentage ownership of outstanding Common Stock immediately following the purchase of Common Stock pursuant to both the 2000 SPA and the Commitment Agreement (the "DLJ Initial Position") or (ii) after a Qualified IPO, (x) with respect to Section 4.9, the closing date of the Qualified IPO, and (y) with respect to all other Sections under Article 4, the date that the "lock-up" period, as specified in lock-up letters required under Section 5.12 or otherwise (the "Contractual Lock-Up Period"), relating to the Qualified IPO terminates (the "Lock-Up Expiration Date"); provided, however, that if between the Lock-Up Expiration Date and the one year anniversary of the Qualified IPO the Company files a registration statement for which a Piggyback Registration under Section 5.2 would be available (a "Subsequent Registration"), then the terms and provisions of this Article 4 shall be in effect from date of filing of such registration statement until the expiration of the Contractual Lock-Up Period relating to such Subsequent Registration (a "Subsequent Restricted Period"); provided, further, that if such Subsequent Registration is filed pursuant to Rule 415 under the Act, the Subsequent Restricted Period shall only be applicable during any Contractual Lock-Up Period relating to such Subsequent Registration that is commenced within one year of the date of the Qualified IPO.
Transfer of Capital Stock. Subject to this Section 2, no Holder shall Transfer any of its Capital Stock at any time without the prior written consent of the Board. Notwithstanding the restrictions set forth in the immediately preceding sentence, but subject to Sections 2.2, 2.3 and 2.4, the following Transfers are permitted without the consent of the Board: (i) any Transfer of Capital Stock to the Company, provided that, any such Transfer by Genstar Parties shall only be a Permitted Transfer (as defined below) if all other Stockholders are provided with an opportunity to participate in such Transfer on a pro rata basis according to the relative number of shares of Capital Stock, on a fully diluted basis, held by the Genstar Parties and the participating Stockholders and on the same terms and conditions as the Genstar Parties, (ii) any Transfer of Capital Stock by any Stockholder who is a natural Person to a member of such transferor’s Family Group, including pursuant to applicable laws of descent and distribution, (iii) any Transfer of Capital Stock pursuant to a Public Offering or pursuant to Rule 144 of the Securities Act, (iv) any Transfer of Capital Stock to an Affiliate (for so long as such Affiliate remains an Affiliate of the transferor), (v) any Transfer of Capital Stock by the Genstar Parties as a distribution or other Transfer to any of their respective Affiliates, partners or members pursuant to the terms of the partnership, limited liability company or other applicable agreement governing distributions or transfers between each such Genstar Party and its respective Affiliate, (vi) any other Transfer completed in compliance with Section 3 hereof,
Transfer of Capital Stock. Subject to this Section 2, Stockholder shall not Transfer any of its Capital Stock at any time without the prior written consent of the Board. Notwithstanding the restrictions set forth in the immediately preceding sentence, but subject to Sections 2.2, 2.3 and 2.4, the following Transfers are permitted without the consent of the Board: (i) any Transfer of Capital Stock to the Company, a Genstar Party or any Affiliate thereof, (ii) any Transfer of Capital Stock by Stockholder who is a natural Person to a member of such transferor’s Family Group, provided that Stockholder retains the sole and exclusive right to vote and dispose of any Capital Stock so transferred, (iii) any Transfer of Capital Stock pursuant to applicable laws of descent and distribution, including to executors and administrators, (iv) any Transfer of Capital Stock pursuant to a Public Offering or pursuant to Rule 144 of the Securities Act, and (v) any other Transfer completed in compliance with Section 3 hereof, each such Transfer, a “Permitted Transfer” and each such transferee, a “Permitted Transferee”). Any attempt to Transfer any Capital Stock not in compliance with this Agreement shall be null and void and neither the Company nor any transfer agent shall give any effect in the Company’s stock records to such attempted Transfer.
Transfer of Capital Stock. Shareholder has the full right, power and authority to transfer the IGXUK Shares to be sold by Shareholder to Purchaser pursuant to this Agreement, and upon, consummation of the transactions contemplated by this Agreement, Purchaser will acquire the IGXUK Shares free and clear of all covenants, conditions, restrictions, voting trust arrangements, liens, claims, charges, encumbrances, options or rights of any other kind. Shareholder has good and marketable title to the IGXUK Shares to be sold to Purchaser by Shareholder pursuant to this Agreement free of all covenants, conditions, restrictions, voting trust arrangements, liens, claims, charges, encumbrances, options or rights of any other kind.
Transfer of Capital Stock. (a) For the period beginning on the Effective Date and ending on the date that is two years thereafter (the "Restricted Period"), the Existing Shareholders severally agree with the Company, the Investor and with each other Shareholder that they will not, directly or indirectly, Transfer any Capital Stock of the Company (or any interest therein), now or hereafter at any time owned by them, except that each Existing Shareholder may Transfer, upon written notice to the Company, the Investor and each other Shareholder, in accordance with applicable law: (i) any Common Stock of the Company pursuant to an Involuntary Transfer; (ii) any Common Stock of the Company for estate planning purposes to such Existing Shareholder's spouse, parents, siblings, children, stepchildren or grandchildren or to a trust which is for the benefit of such Existing Shareholder or such Existing Shareholder's spouse, parents, siblings, children, stepchildren or grandchildren; (iii) during the period from (and including) the Effective Date through (but excluding) the date that is one year thereafter (the "Initial Period"), any Common Stock which does not exceed five percent (5%) of all of the Common Stock held by such Existing Shareholder on the Effective Date; and (iv) during the period from (and including) the last day of the Initial Period through (and including) the last day of the Restricted Period, any Common Stock which does not exceed fifteen percent (15%) of all of the Common Stock held by such Existing Shareholder on the Effective Date; provided, however, that, in connection with any Transfer permitted under this Section 3.1(a), prior to such Transfer, such Existing Shareholder shall comply with Section 3.1(b) hereof.
Transfer of Capital Stock. (a) No Party other than the Company (which shall be subject to the preemptive rights set forth in Section 3.7) may Transfer any shares of Capital Stock of the Company, except as contemplated by Sections 4.2, 4.3, 4.7, 4.8 or 4.9 hereof or pursuant to an offering of equity securities registered under the Securities Act by the Company. The terms and provisions of this Article 4 shall terminate and be of no further force and effect with respect to Capital Stock owned by any of the Parties at such time as: (i) prior to a Qualified IPO, the percentage ownership of the Xxxxxxx Parties and their Affiliates of the outstanding Common Stock of the Company is less than 25% of their percentage ownership of outstanding Common Stock as of the date hereof (the “Xxxxxxx Initial Position”) or (ii) after a Qualified IPO, (x) with respect to Section 4.8 and Section 4.9, the closing date of the Qualified IPO, and (y) with respect to all other Sections under Article 4, the date that the “lock-up” period, as specified in lock-up letters required under Section 5.12 or otherwise (the “Contractual Lock-Up Period”), relating to the Qualified IPO terminates (the “Lock-Up Expiration Date”).
Transfer of Capital Stock. On the Closing Date, upon the terms and subject to the conditions of this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer all of its right, title and interest in and to the Company Shares, free and clear of all Liens, and at the Closing, Buyer shall acquire the Company Shares.
Transfer of Capital Stock. The Seller shall not transfer, sell, pledge or otherwise dispose of any TWT Stock except as permitted by this Agreement.
