Restriction on Transfer; Other Restrictions. (a) Each Stockholder agrees not to Transfer or agree to Transfer any Shares or Rights owned of record or beneficially by such Stockholder, except as otherwise permitted by this Section 3 or pursuant to the Merger Agreement, Transfers to any Affiliate of the Stockholder who agrees in writing to be bound by the terms of this Agreement or Transfers which occur by operation of law if the transferee remains, or agrees in writing to remain, bound by the terms of this Agreement, other than, in each case, with DT's prior written consent.
Restriction on Transfer; Other Restrictions. (a) From the date hereof until the later of January 1, 2001 and the date of the VoiceStream Stockholders' Meeting, each Stockholder agrees not to Transfer any Shares or Rights owned of record or beneficially by such Stockholder, except as otherwise permitted by this Section 3 or pursuant to the Powertel Merger Agreement or the DT Merger Agreement, Transfers to any Affiliate of the Stockholder who agrees in writing to be bound by the terms of this Agreement or Transfers which occur by operation of law if the transferee remains, or agrees in writing to remain, bound by the terms of this Agreement, other than, in each case, with Powertel's prior written consent, provided, however, that this Section 3(a) shall cease to be of any force or effect immediately upon termination of the Powertel Merger Agreement.
Restriction on Transfer; Other Restrictions. 3.1 Each Stockholder agrees not to Transfer or agree to Transfer any Shares or Rights owned of record or Beneficially Owned by such Stockholder, except as otherwise permitted by this SECTION 3 or pursuant to the VoiceStream Reorganization Agreement or the DT Merger Agreement, Transfers to any Affiliate of the Stockholder who agrees in writing to be bound by the terms of this Agreement or Transfers which occur by operation of law if the transferee remains, or agrees in writing to remain, bound by the terms of this Agreement, other than, in each case, with VoiceStream's prior written consent.
Restriction on Transfer; Other Restrictions. From the date hereof until any termination of this Agreement in accordance with its terms, Stockholder shall not directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any of the Shares (or any right, title or interest thereto or therein), (ii) deposit any of the Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any of the Shares, (iii) take any action that would make any representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder from performing any of his obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses of this Section 1(c). Notwithstanding the foregoing, Stockholder (a) may transfer any of the Shares, or execute an assignment with respect to the Shares, if such transfer or assignment is made to a family member or a controlled affiliate of the Stockholder or is made to a trust or similar vehicle in connection with estate planning purposes; provided that, in each case, the transferee, trustee, proxy holder, or beneficiary of the Shares resulting from such transfer or assignment executes a joinder agreement, reasonably acceptable to CytRx and Merger Subsidiary, whereby such transferee, proxy holder or beneficiary would become a party to this Agreement and become subject to all of the rights and obligations hereunder, or (b) with the prior written consent of CytRx and Merger Subsidairy (which consent may be withheld in their sole discretion), may transfer any of the Shares, or execute an assignment with respect to the Shares, other than as contemplated in clause (a).
Restriction on Transfer; Other Restrictions. Other than with Parent's prior written consent given prior to the termination of this Agreement, the Stockholder agrees not to Transfer or agree to Transfer any Shares or Rights owned of record or Beneficially Owned by the Stockholder, except Transfers to any Affiliate of the Stockholder that agrees in writing to be bound by the terms of this Agreement or Transfers which occur by operation of law if the transferee remains, and agrees in writing to remain, bound by the terms of this Agreement.
Restriction on Transfer; Other Restrictions. Such Shareholder shall not transfer (as defined below) record ownership or beneficial ownership, or both, of any Shares, except in each case to the extent permitted below. Such Shareholder may transfer record ownership or beneficial ownership, or both, of any Shares, and the Shares so transferred shall cease to be subject to this Agreement; provided that if, as a result of such transfer, less than the Minimum Amount (as defined below) would be subject to this Agreement, then the Person to whom record ownership or beneficial ownership, or both, of such transferred shares shall be transferred shall execute and deliver to the Company an agreement reasonably acceptable to the Company by which such transferee agrees that such transferred shares shall be Shares that are subject to this Agreement and agrees to be bound by Sections 2, 3 and 4 of this Agreement with respect to such transferred shares. For the purposes of this Agreement, the term (x) "transfer" means a sale, an assignment, a grant, a transfer, a pledge, the creation of a lien or other disposition of any Shares or any interest of any nature in any Shares, including, without limitation, the beneficial ownership of such Shares and (y) "Minimum Amount" means 250,000,000 shares of Qwest Common Stock; provided that if prior to the termination of this Agreement the number of outstanding shares of Qwest Common Stock shall be changed into a different number of shares by reason of any reclassification, recapitalization, split-up, combination or exchange of shares, or if any dividend payable in stock or other securities shall be declared on the Qwest common stock with a record date prior to the date of termination of this Agreement, then the Minimum Amount shall be adjusted accordingly.
Restriction on Transfer; Other Restrictions. From the date hereof until any termination of this Agreement in accordance with its terms, Shareholder shall not directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any of the Shares (or any right, title or interest thereto or therein), (ii) deposit any of the Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any of the Shares, (iii) take any action that would make any representation or warranty of Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Shareholder from performing any of his obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses of this Section 1(c). Notwithstanding the foregoing, Shareholder may transfer, give or otherwise assign Shares for estate planning or charitable purposes; provided, however, that, as a condition precedent thereto, the transferee shall agree in writing to become party to this Agreement with respect to such Shares.
Restriction on Transfer; Other Restrictions. Except as set forth in the Side Letter Agreement between TDS and DT dated the date hereof (the "Side Letter Agreement"):
Restriction on Transfer; Other Restrictions. Each Stockholder hereby ------------------------------------------- agrees that, without the prior written consent of Parent, it will not, from the date hereof, Transfer or agree to Transfer (i) any of such Stockholder's Subject Shares, except (A) as otherwise permitted by the Merger Agreement, (B) Transfers by operation of law if the transferee remains, or agrees in writing to remain, bound by the terms of this Agreement, (C) Transfers as a bona fide gift or gifts if the donee or donees thereof agrees in writing to be bound by the terms of this Agreement, (D) Transfers to any sibling or any other member of such Stockholder's immediate family, any of such Stockholder's lineal descendants or any trust for the benefit of any of them, if the recipient agrees in writing to be bound by the terms of this Agreement and (E) to the extent such Stockholder is a corporate entity, Transfers (x) not involving a change in beneficial ownership, (y) involving the distribution without consideration of such securities by such Stockholder to any of its partners, members or retired partners or members or, to the estate of any of its partners, members or retired partners or members, or any of its stockholders (z) to any individual or entity controlled by, controlling or under common control with such Stockholder or any individual or entity with respect to which such Stockholder (or any person controlled by, controlling or under common control with such Stockholder) has the power to direct investment decisions, in each case if the recipient agrees in writing to be bound by the terms of this Agreement.
Restriction on Transfer; Other Restrictions. (a) Stockholder agrees not to Transfer or agree to Transfer any Shares, except as otherwise permitted by this Section 3 or pursuant to the Merger Agreement, Transfers to any Affiliate of Stockholder who agrees in writing to be bound by the terms of this Agreement or Transfers which occur by operation of law if the transferee remains, or agrees in writing to remain, bound by the terms of this Agreement, other than, in each case, with DT's prior written consent. Notwithstanding anything to the contrary contained in this Agreement, the restrictions set forth in this Agreement shall not apply to any shares of VoiceStream, other than the Shares, or any options, warrants or other rights to acquire or receive shares of capital stock of VoiceStream ("Options") owned by Stockholder. Other than with respect to the Shares, nothing in this Agreement shall limit or restrict Stockholder from distributing securities (including shares of VoiceStream or any other securities received in exchange or on account of such shares of VoiceStream) to its limited partners free and clear of any and all restrictions contained herein.
