Transfer of Stockholder Shares. (a) Stockholder Shares are transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) subject to the provisions of Section 4 above, Rule 144 or Rule 144A (or any similar rule or rules then in effect) of the Securities and Exchange Commission if such rule is available, and (iii) subject to Section 4 or 5 and Section 8(b) below, any other legally available means of Transfer.
Transfer of Stockholder Shares. No holder of Stockholder Shares shall sell, transfer, assign or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law, but excluding by way of merger or consolidation) any interest in his Stockholder Shares (a "TRANSFER"), except pursuant to this Agreement. Any Transfer or attempted Transfer of any Stockholder Shares 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 Stockholder Shares as the owner of such shares for any purpose.
Transfer of Stockholder Shares. No Stockholder shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily) any interest in its Stockholder Shares (a "Transfer"), except in compliance with the provisions of this Section 8 or pursuant to a Public Sale. Each Stockholder agrees not to consummate any such Transfer (other than a Public Sale) until 45 days after the later of the delivery to the Company and the Other Stockholder of such Stockholder's Offer Notice or Sale Notice (if any) (the "Election Period").
Transfer of Stockholder Shares. No Executive or Other Stockholder shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in his or its Stockholder Shares (a "TRANSFER"), except pursuant to the provisions of Section 6, in connection with a Public Sale, pursuant to the Stock Purchase Option Agreements (as defined in the Purchase Agreement) or with the prior written approval of the Majority Investor Holders or, in the case of the Executives, pursuant to the provisions of this Section 4.
Transfer of Stockholder Shares. The Original Stockholder shall not sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in his Stockholder Shares (a "Transfer"), except pursuant to the provisions of this paragraph 4 or pursuant to a Public Sale and except for Transfers of up to 1,233,000 of his Stockholder Shares (as appropriately adjusted for any combination or subdivision of shares, stock dividend, stock split or other recapitalization) (an "Exempt Sale"). The Original Stockholder shall not consummate any Transfer (other than a Public Sale or an Exempt Sale) until 30 days after the later of the delivery to the Company and the Investor of the Original Stockholder's Sale Notice, unless the parties to the Transfer have been finally determined pursuant to this paragraph 4 prior to the expiration of such 30-day period (the "Election Period").
Transfer of Stockholder Shares. The Executive shall not sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in Executive’s Unvested Shares or Vested Shares, except in accordance with the provisions of Section 3 hereof or in accordance with Section 8 of the Stockholders Agreement.
Transfer of Stockholder Shares. Subject to Section 8(c), no Stockholder shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in his, her or its Stockholder Shares (a “Transfer”), except (i) pursuant to the provisions of Sections 4, 5 and 6 hereof, (ii) with the prior written consent of the Investor and (iii) to Permitted Transferees as contemplated in Section 6(c) hereof.
Transfer of Stockholder Shares. (a) In connection with the Transfer of any Stockholder Shares other than a Transfer to the public pursuant to an offering registered under the Securities Act, the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer, together with an opinion of counsel reasonably acceptable to the Company to the effect that such Transfer of Stockholder Shares may be effected without registration of such Stockholder Shares under the Securities Act (provided that no such opinion shall be necessary in conjunction with a Transfer to a Permitted Transferee). No Transfer of Stockholder Shares (including a Transfer to a Permitted Transferee) shall be permitted unless and until the prospective transferee agrees to become a party to this Agreement and be bound by all the terms and conditions hereof by executing and delivering to the Company, a Joinder Agreement in the form attached hereto as Exhibit A.
Transfer of Stockholder Shares. (a) Unless otherwise approved in writing by all of the Investors, prior to an initial public offering of the Common Stock Xxxxxxxxxxx shall not sell, transfer, assign, pledge or otherwise dispose of (a "Transfer") any Stockholder Shares held by him on the date hereof or hereafter acquired other than pursuant to the Xxxxxxxxxxx Option as in effect on April 20, 1994.
Transfer of Stockholder Shares. No Stockholder shall sell, transfer, assign, pledge or otherwise dispose of (a "Transfer") any interest in any Stockholder Shares, except as set forth below in this Section 3. Notwithstanding the foregoing, no Continuing Stockholder shall sell, transfer, assign, pledge or otherwise dispose of any interest in any Stockholder Shares to a Competitor without the prior written consent of the DLJ Stockholders.
