Transfer Restrictions Generally. For the avoidance of doubt, any Transfer of a Warrant shall be subject to the restrictions on Transfer set forth in Section 6.2 of the SPA.
Transfer Restrictions Generally. 60 -------------------------------- 12.2 Released Restrictions................................................................... 60 --------------------- 12.3 Legend.................................................................................. 61 ------
Transfer Restrictions Generally. Except as provided in Section -------------------------------- ------- 12.2, for a period of forty-two (42) months from the Closing, the Stockholders ---- shall not (a) sell, assign, exchange, transfer, distribute or otherwise dispose of, in whole or in part, (i) any shares of CenterPoint Common Stock received by the Stockholders in the Merger (the "RESTRICTED SHARES"), or (ii) any interest (including, without limitation, an option to buy or sell) in any Restricted Shares; or (b) engage in any transaction, whether or not with respect to any Restricted Shares or any interest therein, the intent or effect of which is to reduce the risk of owning Restricted Shares (including, without limitation, engaging in put, call, short-sale, derivative, straddle or similar market transactions).
Transfer Restrictions Generally a. If the Purchaser should decide to Transfer the Restricted Securities held by it, the Purchaser understands and agrees that it generally may do so only pursuant to an effective registration statement under the Securities Act of 1933, as amended (“Securities Act”), to the Company or pursuant to an available exemption from the registration requirements of the Securities Act or Rule 144 promulgated under the Securities Act (“Rule 144”) or any other available exemption from the Securities Act. In connection with any Transfer of any Restricted Securities other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company, to the effect that such Transfer does not require registration of such transferred securities under the Securities Act; provided, however, that if the Restricted Securities may be sold pursuant to Rule 144(k), no written opinion of counsel shall be required from the Purchaser if the Purchaser provides reasonable assurances that such security can be sold pursuant to Rule 144(k). Subject to compliance with the other terms of this Agreement, if the Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company, to the effect that the Transfer of the Restricted Securities may be made without registration under the Securities Act, or the Purchaser provides the Company with reasonable assurances that the Restricted Securities can be sold pursuant to Rule 144, the Company shall permit the Transfer, and, in the case of Common Stock, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Purchaser and without any restrictive legend. Notwithstanding the foregoing or anything else contained herein to the contrary, the Restricted Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.
Transfer Restrictions Generally. Except as provided in Section ------------------------------- ------- 12.2, for a period of forty- two (42) months from the Closing, Seller and the ---- Members shall not (a) sell, assign, exchange, transfer, distribute or otherwise dispose of, in whole or in part, (i) any shares of CenterPoint Common Stock received by the Seller and the Members in the Acquisition and/or subsequently distributed by Seller to the Members (the "RESTRICTED SHARES"), or (ii) any interest (including, without limitation, an option to buy or sell) in any Restricted Shares; or (b) engage in any transaction, whether or not with respect to any Restricted Shares or any interest therein, the intent or effect of which is to reduce the risk of owning the Restricted Shares (including, without limitation, engaging in put, call, short-sale, derivative, straddle or similar market transactions).
Transfer Restrictions Generally. (a) The rights of the KO Shareholders and the Majority Shareholders to Transfer any Shares are restricted as provided in this Article 4, and no Transfer of Shares by any of the KO Shareholders or the Majority Shareholders may be affected except in compliance with this Article 4. Any attempted or actual Transfer in violation of this Agreement shall, to the full extent permitted under applicable Chilean laws or regulations, be of no effect and null and void. (b) Without complying with the provisions of this Article 4, the KO Shareholders may make Transfers of Shares to KO or to any Wholly Owned Subsidiary of KO (a “KO Permitted Transferee”); provided, however, that (i) any Shares Transferred to any KO Permitted Transferee hereunder shall remain subject to the provisions of this Agreement, and (ii) such KO Permitted Transferee shall agree in writing to be bound by the provisions of this Agreement. Prior to such time as any KO Permitted Transferee holding any Shares shall cease to be a Wholly Owned Subsidiary of KO, such KO Permitted Transferee shall Transfer all Shares then owned by it to the KO Shareholders or to another KO Permitted Transferee. The restrictions set forth in this Article 4 shall terminate upon the occurrence of a Put Event or (x) a change in the direct or indirect ownership of the outstanding voting power or equity interests of any of the Majority Shareholders as a result of which the Majority Shareholder Partner Group owns collectively less than 75% of the outstanding voting power or less than 75% of the outstanding equity interests of any of the Majority Shareholders, or (y) a change in the ownership of the outstanding voting power or equity interests of Andina as a result of which the Majority Shareholders and the Majority Shareholder Permitted Transferees (as defined Section 4.l(c)) own collectively less than 50.1% of the outstanding voting power or less than 25% of the outstanding equity interests of Andina. (c) Without complying with the provisions of this Article 4, the Majority Shareholders may make Transfers of Shares to any Wholly Owned Subsidiary of a Majority Shareholder (a “Majority Shareholder Permitted Transferee”); provided, however, that (i) any Shares Transferred to a Majority Shareholder Permitted Transferee hereunder shall remain subject to the provisions of this Agreement and (ii) such Majority Shareholder Permitted Transferee shall agree in writing to be bound by the provisions of this Agreement. Prior to such time as a...
Transfer Restrictions Generally. The provisions of this Article 7 shall be effective only after Optionee (or Optionee’s Representative) has exercised the Option in accordance with the provisions of this Agreement:
Transfer Restrictions Generally. 3 3.1 Stockholders' Agreement.............................................. 3 3.2 New Stockholders..................................................... 3 3.3 Pre-Transfer Notice Requirement...................................... 4 3.4
Transfer Restrictions Generally. (a) For a period of five (5) years after the date hereof, no Member is entitled to Transfer Membership Units without the prior written consent of the other Members (which consent may be withheld for any or no reason), except as provided in Section 10.05. In addition, no Member may at any time Transfer less than one hundred percent (100%) of its (and its Affiliates’) Membership Units. A Series A Member may only Transfer its Series A Membership Units in conjunction with a Transfer by the other Series A Member of its Series A Membership Units, except as provided in Section 10.05. All permitted Transfers (other than Transfers contemplated by Section 10.05) are subject to a corresponding transfer of all of a Member’s (and its Affiliates’) rights and obligations under the Output and Supply Agreement. Each Member may Transfer its (and its Affiliates’) Membership Units only in accordance with, and subject to the provisions of, this Article X. For purposes of this Agreement, each of “Transfer” and “transfer” means, with respect to any Membership Units, a transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or disposition, including the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily, by operation of law or pursuant to a merger, consolidation or similar business combination, of such Membership Units; provided, that a pledge of Membership Units to a financial institution in connection with any bona fide loan to a Member or its Affiliates from such financial institution in which such financial institution does not have the power to vote or dispose of such Membership Units other than in case of a default caused by the action or inaction of such Member, and in such case, such financial institution holds the Membership Units subject to the terms and conditions of this Agreement, shall not be deemed a Transfer; provided further, that (i) a transfer of equity interests in Globe Specialty Metals, Inc. shall not be deemed a Transfer (although, if applicable, may give rise to a right under Section 10.03 below), (ii) a transfer of the equity interests of DCC Parent shall not be deemed a Transfer, (iii) a transfer of the equity interests of a Member substantially all of whose assets are comprised of Membership Units shall be deemed a Transfer and (iv) “Transferred”, “transferred”, “Transferee”, and “transferee” each have a correlative meaning. Upon any foreclosure by a financial institution on the...
Transfer Restrictions Generally. Recipient shall not Transfer any interest in any Unvested Interests. Recipient shall not Transfer any interest in any Vested Interests, except as permitted by the MIP RI LLC Operating Agreement, and in the event of any such Transfer (A) the restrictions herein and in the MIP RI LLC Operating Agreement will continue to be applicable to the Restricted Interests irrespective of such Transfer and (B) any transferee shall be required to execute and deliver to MIP RI LLC an executed joinder agreement to the MIP RI LLC Operating Agreement. Recipient acknowledges that the MIP RI LLC Operating Agreement separately imposes restrictions on the Transfer of the Restricted Interests.
