Transfer of Common Stock. The Common Stock to be delivered hereunder, or any interest therein, may be sold, assigned, pledged, hypothecated, encumbered, or transferred or disposed of in any other manner, in whole or in part, only in compliance with the terms, conditions and restrictions as set forth in the governing instruments of the Company, applicable federal and state securities laws or any other applicable laws or regulations and the terms and conditions hereof.
Transfer of Common Stock. If at any time Endo LLC purchases any ------------------------ shares of Common Stock pursuant to this Agreement, Endo LLC may pay the purchase price determined under this Agreement for the shares of Common Stock it purchases by wire transfer of funds or Endo LLC check in the amount of the purchase price, and upon receipt of payment of such purchase price or, pursuant to Section 2.3 or Article IV hereof, any portion thereof, the selling Employee Stockholder shall deliver to Endo LLC the certificates representing the number of shares of Common Stock being purchased in a form suitable for transfer, duly endorsed in blank, and free and clear of any lien, claim or encumbrance. In the event that any Employee Stockholder refuses or otherwise fails to deliver, in accordance with the preceding sentence, certificates representing the number of shares of Common Stock being purchased, the shares of Common Stock purchased from such Employee Stockholder shall (notwithstanding such refusal or failure) be deemed, upon receipt by such Employee Stockholder of the purchase price therefor, to not be outstanding for any purposes. Notwithstanding anything in this Agreement to the contrary, Endo LLC shall not be required to make any payment for shares of Common Stock purchased hereunder until delivery to it of the certificates representing such shares. If Endo LLC is purchasing less than all the shares of Common Stock represented by a single certificate, Endo LLC, after making such purchase, shall deliver to the selling Employee Stockholder a certificate for any unpurchased shares of Common Stock.
Transfer of Common Stock. (a) Subject to Section 4.1(d), the Investor shall not, shall cause its Affiliates not to, directly or indirectly, transfer, sell, hedge, assign, gift, pledge, encumber, hypothecate, mortgage, exchange or otherwise dispose of (including through the sale or purchase of options or other derivative instruments with respect to the Common Stock or otherwise) by operation of Law or otherwise (any such occurrence, a “Transfer”) (other than a Transfer (i) permitted in accordance with subsection (b) or (d) below or (ii) required by, and in accordance with, Section 3.3 above), all or any portion of the Shares, or their economic interest therein, prior to the date that is 12 months following the date hereof (such date, the “Lockup Date”) without the prior written consent of the Company.
Transfer of Common Stock. The Shares underlying the Options ------------------------- shall not be transferred unless (I) the Company has received the opinion of counsel, satisfactory to the Company, that such shares may be transferred pursuant to an exemption from registration under the Act and in compliance with applicable state securities laws, or (ii) the transfer is made pursuant to an effective registration statement under the Act in compliance with applicable state securities laws.
Transfer of Common Stock. The Stockholders shall not sell or otherwise dispose of any TGLN Shares unless (a) a registration statement with respect thereto has become effective under the Securities Act and such shares have been qualified under applicable state securities laws or (b) such registration and qualification are not required and, if TGLN so requests, there is presented to TGLN a legal opinion reasonably satisfactory to TGLN to such effect. The Stockholders consent that the transfer agent for the TGLN Shares may be instructed not to transfer any TGLN Shares acquired pursuant hereto unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate representing the TGLN Shares acquired pursuant hereto (and any certificates issued in substitution therefor) the following legend calling attention to the foregoing restrictions on transferability and stating in substance: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFICATION UNDER THE BLUE SKY LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, BENEFICIALLY OR ON THE RECORDS OF THE CORPORATION, UNLESS THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE BLUE SKY LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS AVAILABLE.” TGLN shall, upon the request of any holder of a certificate bearing the foregoing legend and the surrender of such certificate, issue a new certificate without such legend if (i) the security evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification or (ii) such holder shall have delivered to TGLN a legal opinion reasonably satisfactory to TGLN to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law.
Transfer of Common Stock. SECTION 7.01
Transfer of Common Stock. (a) Other than as specifically approved by a majority of the Non-Investor Directors, prior to the second anniversary of the Closing, Purchaser will not, directly or indirectly, sell, transfer or otherwise dispose of any Shares, Special Warrants or Warrants (except to any Affiliate of Purchaser). (b) Other than as specifically approved by a majority of the Non-Investor Directors, prior to the fifth anniversary of the Closing, Purchaser will not, directly or indirectly, sell, transfer or otherwise dispose of any Shares except (i) pursuant to a registered underwritten public offering intended to achieve a broad distribution in accordance with the Registration Rights Agreement, (ii) in accordance with the volume and manner-of-sale limitations of Rule 144 promulgated under the Securities Act (regardless of whether such limitations are applicable), (iii) in a transaction exempt from the registration requirements of the Securities Act to any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act) of Persons, if, prior to and after giving effect to such sale, such Person or group of Persons (A) does not or would not to Purchaser's knowledge after due inquiry, Beneficially Own (provided that for purposes of this Section 7.01(a) a Person shall be deemed to Beneficially Own all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time) 5% or more of the then outstanding shares of Common Stock or (B) is an investment company registered under the Investment Company Act of 1940, as amended, or (iv) in connection with a Buyout Transaction. Purported transfers of shares of Common Stock that are not in compliance with this Article VII shall be of no force or effect. (c) The provisions of clauses (a) and (b) of this Article VII shall terminate and be of no further force or effect on the earlier to occur of (i) the fifth anniversary of the Closing and (ii) the date on which the percentage of the Total Voting Power represented by the aggregate voting power of all Voting Securities then owned by Purchaser (other than any Voting Securities acquired in violation of this Agreement) is greater than 50%. (d) Prior to the seventh anniversary of the Closing, the Purchasers will not, directly or otherwise dispose of Shares representing 15% or more of the then outstanding Common Stock to any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act) without first offering the ...
Transfer of Common Stock. (a) Until the first anniversary of the Effective Time, Purchaser will not, and will not permit any of its Subsidiaries to, directly or indirectly, sell, transfer or otherwise dispose of any Equity Securities beneficially owned, directly or indirectly, by Purchaser or its Subsidiaries except to Purchaser or to any Subsidiary of Purchaser. Until the first anniversary of the Effective Time, Purchaser will not sell, transfer or otherwise dispose of any of the capital stock (or any options or warrants to purchase capital stock or securities convertible or exchangeable for capital stock (collectively, "Derivative Equity Securities")) of any Subsidiary of Purchaser that owns Equity Securities if, as a result of such sale, transfer or other disposition, such Subsidiary would no longer be a Subsidiary, unless Purchaser shall have first caused any such Equity Securities to be transferred to another Subsidiary of Purchaser. Notwithstanding anything to the contrary contained in Section 2.02(a), Purchaser may sell, transfer or assign Equity Securities, or the capital stock or Derivative Equity Securities of its Subsidiaries, or permit any of its Subsidiaries which beneficially own Equity Securities to sell, transfer or assign such Equity Securities, so long as after giving affect to any such sales, transfers or assignments of Equity Securities, Purchaser and its Subsidiaries, beneficially own at least 60% of the then outstanding shares of Voting Stock.
Transfer of Common Stock. Subject to the terms and conditions of this Agreement, at the Closing, the Selling Stockholder shall sell, convey, transfer, assign, and deliver to Buyer, and Buyer shall acquire, 100% of the issued and outstanding Common Stock, free and clear of Liens. As provided in Section 4.3(i) hereof, certain assets will be excluded from the sale and transfer contemplated hereunder.
Transfer of Common Stock. Following the Closing, Parent shall transfer the Parent's Common Stock to Seller's transferees pursuant to Section 4.02 above, subject to compliance with the federal and applicable state securities laws, and subject to delivery of documents containing the following representations to Parent:
