Transfer of Registrable Securities. Notwithstanding anything to the contrary contained herein, except in the case of (i) a transfer to the Corporation, (ii) a transfer by any Original Equity Owner Party or any of its Affiliates to its respective equityholders, (iii) a Public Offering, (iv) a sale pursuant to Rule 144 after the completion of the IPO or (v) a transfer in connection with a sale of the Corporation, prior to transferring any Registrable Securities to any Person (including, without limitation, by operation of law), the transferring Holder shall cause the prospective transferee to execute and deliver to the Corporation a Joinder agreeing to be bound by the terms of this Agreement. Any transfer or attempted transfer of any Registrable Securities in violation of any provision of this Agreement shall be void, and the Corporation shall not record such transfer on its books or treat any purported transferee of such Registrable Securities as the owner thereof for any purpose.
Transfer of Registrable Securities. Notwithstanding anything to the contrary contained herein, and subject to any transfer restrictions contained in the LLC Agreements, except in the case of (i) a transfer to the Corporation, (ii) a transfer or distribution by any Equity Owner Party or any of its Affiliates to its respective equityholders, (iii) a Public Offering, (iv) a sale pursuant to Rule 144 after the completion of the IPO or (v) a transfer in connection with a sale of the Corporation, prior to transferring any Registrable Securities to any Person (including, without limitation, by operation of law), the transferring Holder shall cause the prospective transferee to execute and deliver to the Corporation a Joinder agreeing to be bound by the terms of this Agreement. Any transfer or attempted transfer of any Registrable Securities in violation of any provision of this Agreement shall be void, and the Corporation shall not record such transfer on its books or treat any purported transferee of such Registrable Securities as the owner thereof for any purpose.
Transfer of Registrable Securities. Each Purchaser agrees that it will not effect any disposition of Registrable Securities except as contemplated in the Registration Statement or as otherwise in compliance with applicable securities laws, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution. Without limitation, each Purchaser understands that (i) it may not use Registrable Securities to cover a short position in shares of the Company's Common Stock created prior to the effective date of the Registration Statement, and (ii) it must deliver a prospectus in connection with any short sale of the Registrable Securities unless it is exempt from such requirement.
Transfer of Registrable Securities. No assignment or transfer of any Holder’s rights, duties and obligations hereunder shall be binding upon or obligate the Corporation, and no Transferee shall be deemed a Holder hereunder, unless and until the Corporation shall have received a Joinder, duly executed by such Transferee, agreeing to be bound by the terms of this Agreement. Any transfer or attempted transfer of any Holder’s rights, duties and obligations hereunder in violation of any provision of this Agreement shall be void, and the Corporation, in its sole discretion, may refuse to acknowledge or sign any Joinder entered into in violation of any provision of this Agreement.
Transfer of Registrable Securities. If requested by an Investor, the Company shall as soon as practicable after receipt of notice from such Investor and subject to Section 3.19 hereof, (i) incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by an Investor holding any Registrable Securities.
Transfer of Registrable Securities. Upon the transfer of any Registrable Securities by ILFC, any transferee thereof that holds at least 30% of the number of shares of Preferred Stock (as may be adjusted for stock splits, consolidations or similar transactions) originally issued to ILFC pursuant to the terms of this Agreement shall have all the same rights as ILFC under this Section 7 and all references in this Section 7 to ILFC shall be deemed to also refer to such transferee of Registrable Securities. For purposes of this Section 7(h), Registrable Securities held by affiliates of ILFC may be aggregated in determining whether any transferee holds at least 30% of the number of shares of Preferred Stock originally issued to ILFC.
Transfer of Registrable Securities. Section 12. Notwithstanding anything to the contrary contained herein, except in the case of (i) a transfer to the Company, (ii) a transfer by any Holder or any of its Affiliates to its respective equityholders, (iii) a Public Offering, (iv) a sale pursuant to Rule 144 after the completion of the IPO or (v) a transfer in connection with a sale of the Company, prior to transferring any Registrable Securities to any Person (including, without limitation, by operation of law), the transferring Holder shall cause the prospective transferee to execute and deliver to the Company a Joinder agreeing to be bound by the terms of this Agreement. Notwithstanding the foregoing, if the Lead Investor effectuates one or more distribution(s), sale(s) or other form of transfer(s) such that any of its Affiliates holds any of its Registrable Securities directly rather than indirectly through the Lead Investor, then, to the extent designated by the Lead Investor, such Affiliate shall each constitute a Lead Investor and shall each have the rights of the Lead Investor under this Agreement; provided, that the Lead Investor and each Affiliate of the Lead Investor deemed to be a Lead Investor pursuant to this Section 11 shall acknowledge and agree that to the extent there are multiple Lead Investors, the rights exercisable by those Lead Investors under this Agreement will be controlled by the Holders of a majority of the Registrable Securities held by such Lead Investors. Any transfer or attempted transfer of any Registrable Securities in violation of any provision of this Agreement shall be void, and the Company shall not record such transfer on its books or treat any purported transferee of such Registrable Securities as the owner thereof for any purpose.
Transfer of Registrable Securities. The Shareholder hereby agrees that the Registrable Securities are transferable only pursuant to (a) public offerings registered under the Securities Act, (b) Rule 144 of the Securities Act (or any similar rule or rules then in force) if such rule is available, and (c) subject to the conditions specified in this Section 3(b), any other legally available means of transfer. In connection with the transfer of any of the Registrable Securities (other than a transfer pursuant to a registered public offering of shares of Common Stock described herein), the Shareholder shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of securities counsel (with such opinion and such counsel being reasonably satisfactory to the Company and its counsel) to the effect that such transfer of Registrable Securities may be effected without registration of such Registrable Securities under the Securities Act. In addition, if the Shareholder delivers to the Company such an opinion that concludes that no subsequent transfer of such Registrable Securities will require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Common Stock which do not bear the restrictive legend set forth in Section 3(a).
Transfer of Registrable Securities. Notwithstanding anything to the contrary contained herein, except in the case of (i) a transfer to the Corporation, (ii) a transfer by any Original Equity Owner to any of its Affiliates or to their respective equityholders, (iii) a Public Offering, (iv) a sale pursuant to Rule 144 after the completion of the IPO or (v) a transfer in connection with a sale of the Corporation, prior to transferring any Registrable Securities to any Person (including, without limitation, by operation of law), the transferring Holder shall cause the prospective transferee to execute and deliver to the Corporation a joinder agreement in the form attached as Exhibit A hereto (a “Joinder”) agreeing to be bound by the terms of this Agreement whereupon such transferee shall be a “Holder” for purposes of this Agreement. The Corporation agrees to countersign any Joinder executed by Affiliate of an Original Equity Owner to whom Registrable Securities have been transferred. Any transfer or attempted transfer of any Registrable Securities in violation of any provision of this Agreement shall be void, and the Corporation shall not record such transfer on its books or treat any purported transferee of such Registrable Securities as the owner thereof for any purpose.
Transfer of Registrable Securities. During a period of one year (the "Lock Up Period") from the date of this Agreement, no Holder shall, by operation of law or otherwise, sell, assign, transfer, convey, pledge, hypothecate, encumber or otherwise dispose of (collectively, a "Transfer") any Registrable Securities held by such Holder, including pursuant to this Agreement; provided, however, that, upon prior written notice to Issuer, subject to Section 6: a Holder may Transfer its Registrable Securities to any Affiliate of such Holder so long as such Affiliate executes and delivers to Issuer its written agreement to be bound by the terms and conditions of this Agreement, a Holder may Transfer its Registrable Securities to a Person other than an Affiliate in a transaction that does not involve a public distribution (which, for purposes hereof, includes any Transfers in broker's transactions pursuant to Rule 144 (or any similar provision then in force) under the Act) and that is exempt from the registration requirements of the Act so long as such Person executes and delivers to Issuer its written agreement to be bound by Section 6 and this Section 10(a) of this Agreement and such Holder causes to be delivered to Issuer prior to such Transfer an opinion of counsel reasonably satisfactory to Issuer that such Transfer is in compliance with the applicable exemption under the Act and any other applicable federal and state securities laws, and a Holder that is Peabody or an Affiliate of Peabody, upon exercise by Peabody of its rights under Section 9.1 of the Purchase Agreement to purchase the Assets (as defined in the Purchase Agreement) upon the occurrence of a Change of Control (as defined in the Purchase Agreement), may Transfer its Registrable Securities to any Person for the purpose of financing the purchase of such Assets in a transaction that does not involve a public distribution (which, for purposes hereof, includes any Transfers in broker's transactions pursuant to Rule 144 (or any similar provision then in force) under the Act) and that is exempt from the registration requirements of the Act and so long as such Holder causes to be delivered to Issuer prior to such Transfer an opinion of counsel reasonably satisfactory to Issuer that such Transfer is in compliance with the applicable exemption under the Act and any other applicable federal and state securities laws. After the Lock Up Period, a Holder, subject to Section 6 and in addition to any Transfers pursuant to Section 3 or Section 4, may...
