Transfers of Securities. 4 3.1 Restrictions on Transfer of Securities...........................4 3.2 Restrictions on Transfers of Vestar Securities...................4 3.3
Transfers of Securities. 4 (a) Prohibition on Transfers.................................................. 4 (b) Transfer Procedure; Right of First Refusal................................ 4 (c) Transfers to Related Transferees.......................................... 5 (d) Legend on Certificates.................................................... 6 (e) Transfers in Violation of this Agreement.................................. 6 5. COMPANY CALL OPTION........................................................... 6 (a) Call Purchase Event and Purchase Price.................................... 6 (b) Exercise of Call Option................................................... 7
Transfers of Securities. (a) Prohibition on Transfers. Each of the members of the HPA Group, ------------------------ Occidental and each of the Class II Stockholders hereby agrees that such Stockholder will not Transfer any Securities (or any interest therein) now or hereafter at any time owned by such Stockholder, except for Transfers permitted pursuant to this Section 4, Section 5 or Section 7 of this Agreement (each such Transfer being a "PERMITTED TRANSFER").
Transfers of Securities representing Voting Power (assuming the conversion of all Convertible Preferred Stock to be transferred) of less than 5.0% to any Transferee, without prior notice to the Company, so long as such Transferee and any Affiliate of such Transferee and any such person who is a member of a 13D Group with such Transferee does not have a Voting Ownership Percentage (assuming the conversion of all Convertible Preferred Stock to be transferred) of 5.0% or more immediately after giving effect to such Transfer.
Transfers of Securities representing Voting Power (assuming the conversion of all Convertible Preferred Stock to be transferred) of 5.0% or more pursuant to the following procedure (the "Sale Option"):
Transfers of Securities. 3.1. Except as expressly permitted by the terms of this Agreement, each of xx Xxxxx and Quilvest hereby agrees that he or it shall not Transfer, or permit the Transfer of, all or any of the Securities beneficially owned by him or it. Xxxxxxxxxx agrees that it will not transfer any Securities if such Transfer is prohibited by the terms and conditions of this Agreement. As a condition to any Transfer to a Xxxxxxxxxx Permitted Transferee, such Xxxxxxxxxx Permitted Transferee shall execute a counterpart agreeing to be bound by the terms and conditions of this Agreement to the same extent as its transferor. No Transfer shall be effective and the Company shall not, and shall not be compelled to, recognize any Transfer or record any Transfer on its books if such Transfer is prohibited by this Agreement, or issue any certificate representing any Securities to any Person who has received such Securities in a Transfer made in contravention of the terms of this Agreement, and only if such Person has delivered to the Company and Xxxxxxxxxx an executed counterpart where one is required to be delivered hereunder.
Transfers of Securities. Subject to the next succeeding sentence, during the period from and after the Closing Date through and until the third anniversary thereof, each of the REI Shareholders and each of the Moore Shareholders shall have the right to Transfer any Restxxxxxd Securities held by them to any Person, provided that such Person shall have executed and delivered a Joinder Agreement. Notwithstanding the foregoing, no REI Shareholder or Moore Shareholder shall transfer any Restricted Securities xx x Competitor, except (a) with the approval of a majority of the members of the Board, (b) pursuant to a tender offer or exchange offer to all holders of Common Stock by a Competitor, after the consummation of which, such Competitor would, directly or indirectly, be the beneficial owner of more than fifty percent of the Common Stock on a Fully Diluted Basis, or (c) in the case of the REI Shareholders, only, if a Triggering Event has occurred and is continuing.
Transfers of Securities. 5 3.2 Legend.....................................................5
Transfers of Securities. (a) Prior to any sale, transfer or conveyance by ABI of any shares of Common Stock, ABI shall provide CBA with written notice of its determination to sell, transfer or convey such shares, and CBA shall, within five Business Days of receipt of such notice, give ABI written notice informing ABI as to whether it desires to negotiate the purchase of such shares of Common Stock. Promptly upon ABI’s receipt of a written notice delivered by CBA indicating a desire to negotiate the purchase and sale of such shares of Common Stock, CBA and ABI shall negotiate in good faith the terms governing the purchase and sale of such shares of Common Stock. In the event that ABI and CBA do not, within 30 days of ABI’s receipt of the written notice from CBA, agree upon the terms governing the purchase and sale of such shares of Common Stock or in the event that CBA does not deliver to ABI written notice indicating a desire to negotiate the purchase of such shares of Common Stock within such five-day period, ABI may attempt to sell, transfer or convey such shares of Common Stock to any other Person, but shall not sell, transfer or convey such shares to any other party for cash, without giving CBA a 15-day right of first refusal concerning the same. In the event that ABI does not sell, transfer or convey such shares or enter into an agreement to sell, transfer or convey such shares within 90 days, ABI may not sell, transfer or convey such shares without compliance with the notice and negotiation provisions of this Section 2.3(a).
Transfers of Securities. (a) Except as hereinafter provided, the undersigned shall not assign, pledge, hypothecate or encumber, directly or indirectly, all or any Securities, voluntarily or involuntarily, without the prior written approval of the Corporation.
