Transfers by Stockholders. (a) The Stockholder(s) proposing to make a Transfer (collectively, the “Transferring Stockholder”) shall first deliver a written notice (the “Transfer Notice”) to the Notice Stockholders stating (i) the Transferring Stockholder’s desire to Transfer Common Shares to a third party; (ii) the number of Common Shares subject to the proposed Transfer; (iii) the price and the other general terms of the proposed Transfer; and (iv) the identity of the third party transferee (the “Named Third Party”). Thereafter, the Tag-Along Stockholders may elect to participate in the Transfer subject to the participation rights set forth in this Section 4.
Transfers by Stockholders. (a) No Stockholder shall Transfer any Shares other than (i) pursuant to and in compliance with the terms of this Agreement or (ii) with the prior written consent of the Board, which consent may be withheld in the Board’s sole discretion. A Stockholder may Transfer any legal or beneficial interests in any of its Shares without the prior written consent of the Board (w) pursuant to an Approved Sale or a Public Offering, (x) pursuant to Section 3.2 below, (y) in a Transfer to a Permitted Transferee or (z) pursuant to the Repurchase Option under Section 6 hereof. Any Transfer or attempted Transfer in violation of this Agreement shall not be recognized by the Company and shall be void and of no force or effect whatsoever.
Transfers by Stockholders. (a) Each of the Management Stockholders and Additional Stockholders severally agrees not to Transfer any Restricted Securities, except (i) to a Permitted Transferee who shall have executed and delivered to the Company a Joinder Agreement and thereby becomes a party to this Agreement; (ii) with the approval of the Board acting by Affirmative Board Vote, including, without limitation, pursuant to a merger or consolidation of the Company; (iii) in a registered public offering, including pursuant to the exercise of rights, if any, of such Stockholder under the Registration Rights Agreement or in a Rule 144 Transaction; (iv) to any 399 Stockholder; (v) pursuant to Section 2.5 (Right of First Refusal), (vi) pursuant to Section 2.6 (Involuntary Transfers), (vii) pursuant to Section 2.7 (Sale of the Company Rights), (viii) in accordance with the terms of Article III (Rights of Inclusion) in the capacity of an Offeree or (ix) pursuant to Article IV (Repurchase of Restricted Securities); provided, however, that no Management Stockholder or Additional Management Stockholder shall Transfer any Restricted Securities pursuant to Section 2.5 for a period of five years following the Closing Date; and provided, further, that no Management Stockholder or Additional Management Stockholder shall transfer any Unvested Shares except (x) to a Permitted Transferee who shall have executed and delivered to the Company a Joinder
Transfers by Stockholders. Without limiting any other provision of this Agreement, in the event of any Transfer of Capital Stock by a Stockholder, the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if such transferee were an original Stockholder hereunder. Such transferee shall be treated either as an “Eligible Investor” or as a “Selling Holder”, as applicable (based upon whether the Capital Stock was Transferred by a Selling Holder or Eligible Investor) for purposes of this Agreement and shall be subject to all obligations and restrictions contained herein to the extent such obligations and restrictions apply to Selling Holders pursuant to the terms of this Agreement.
Transfers by Stockholders. 12 2.5 Right of First Refusal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 2.6
Transfers by Stockholders. (a) Each of the CMP Stockholders, Management Stockholders, Additional Management Stockholders and Additional Stockholders severally agrees not to Transfer any Restricted Securities, except (i) to a Permitted Transferee who shall have executed and delivered to the Company a Joinder Agreement and thereby becomes a party to this Agreement; (ii) with the approval of the Board acting by Affirmative Board Vote, including, without limitation, pursuant to a merger or consolidation of the Company; (iii) in a registered public offering, including pursuant to the exercise of rights, if any, of such Stockholder under the Registration Rights Agreement or in a Rule 144 Transaction; (iv) to any 399 Stockholder; (v) pursuant to Section 2.5 (Right of First Refusal), (vi) pursuant to
Transfers by Stockholders. Except as contemplated by Section 2, no stockholder of the Company may Transfer all or any part of his, her or its shares of Common Stock to any Person other than Capital Park or a controlled Affiliate of Capital Park.
Transfers by Stockholders. 12 2.5 Right of First Refusal.............................................................. 13 2.6
Transfers by Stockholders. Each of the Stockholders agrees that it will not Transfer any Company Shares except (i) pursuant to the provisions of this Agreement or (ii) to a Permitted Transferee.
Transfers by Stockholders. (i) Subject to Section 5.01(a), (A) each Stockholder shall have the right to Transfer at any time all or any portion of its shares of Common Stock or Preferred Stock (including any beneficial interest therein) to any Permitted Transferee of such Stockholder without the prior consent of any person (other than to the extent required by Section 5.01(a)), (B) any beneficial owner of (w) AC Partners LLLP, (x) Ripplewood, (y) Xxxxxx or (z) any other Stockholder that is a Permitted Transferee of any such Stockholder shall have the right to make an Indirect Transfer of a beneficial ownership interest in such Stockholder at any time without the prior consent of any person (other than to the extent required by Section 5.01(a)); provided, that the aggregate of all such Indirect Transfers of beneficial ownership interests pursuant to this Section 5.01(b)(i)(B) in (1) AC Partners LLLP and any other Stockholder that is a Permitted Transferee thereof, (2) Ripplewood and any other Stockholder that is a Permitted Transferee thereof and (3) Xxxxxx and any other Stockholder that is a Permitted Transferee thereof, in each case, shall not constitute in the aggregate Transfers of more than a beneficial ownership in 3% of the outstanding shares of Common Stock or Preferred Stock of the Corporation (treating for the purpose of this calculation all outstanding shares of Preferred Stock as if they were converted into shares of Common Stock at the then applicable conversion price and such shares of Common Stock were issued and outstanding) and (C) each Stockholder shall have the right to Transfer at any time all or any portion of its shares of Common Stock or Preferred Stock (including any beneficial interest therein) with the written consent of the Board.
