Transfer of Subject Shares Sample Clauses

Transfer of Subject Shares. Except as expressly contemplated by the Merger Agreement or with the prior written consent of the Parent (such consent to be given or withheld in its sole discretion), from and after the date hereof, Stockholder agrees not to (a) Transfer any of the Subject Shares, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer the Subject Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Shares, or (c) take any actions (i) having the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement or (ii) in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise).
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Transfer of Subject Shares. Except with respect to that number of Subject Shares set forth next to such Stockholder's name in Schedule B which is in excess of the number of Subject Shares set forth on Schedule B necessary to approve the Reorganization and Merger Agreement (taking into account any and all other Transfers, as defined below, of Subject Shares by any other Stockholder), the Stockholder agrees not to (i) convert, transfer, sell, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of the Subject Shares to any person other than pursuant to the terms of the Reorganization or (ii) enter into any voting arrangement, whether by proxy, power-of-attorney, voting agreement, voting trust or otherwise.
Transfer of Subject Shares. (a) Each Stockholder hereby agrees, during the Term, not to, directly or indirectly, except as otherwise provided in this Agreement, Transfer (as defined below), either voluntarily or involuntarily, or enter into any Contract with respect to the Transfer of, any of the Subject Shares or any interest therein (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise); provided that nothing herein shall prohibit a Stockholder from the following: (A) if such Stockholder is an individual, make Transfers or dispositions of the Subject Shares to any trust for the direct benefit of such Stockholder or the immediate family of such Stockholder, (B) if such Stockholder is an individual, make Transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of such Stockholder, (C) if such Stockholder is an individual, make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (D) exercise an option or warrant (including a net or cashless exercise of such option or warrant) to purchase shares of Company Common Stock, (E) Transfer Subject Shares to the Company to cover tax withholding obligations of such Stockholder in connection with any option exercise or the vesting of any restricted stock or restricted stock unit award, provided that the underlying Subject Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement, (F) sell Subject Shares pursuant to the Company’s 10b5-1 Plan up to that number of Subject Shares as permitted to be sold under such 10b5-1 Plan, and (G) Transfer Subject Shares to an Affiliate of such Stockholder (clauses (A) through (G) above, a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing to be bound by each of the terms of, and to assume all of the obligations of such Stockholder under, this Agreement with respect to the Subject Shares so Transferred by executing and delivering a joinder agreement in form and substance reasonably acceptable to Parent. Upon the execution and delivery of a joinder agreement by such transferee, such transferee shall be deemed to be a party hereto as if such transferee’s signature appeared on the signature pages...
Transfer of Subject Shares. Until the Termination Date, each Stockholder will not, except as required pursuant to the terms of this Agreement, (i) sell, offer to sell, pledge or otherwise dispose of any of such Stockholder's Subject Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Subject Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to such Subject Shares; (iv) deposit such Subject Shares into a voting trust or enter into a voting agreement or assignment with respect to the Subject Shares; or (v) take any other action with respect to such Subject Shares that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder.
Transfer of Subject Shares. Except pursuant to this Agreement and except as provided in the immediately succeeding sentence of this Section 3(c), the Stockholder agrees not to (i) transfer, sell, pledge, assign or otherwise dispose of (including by gift) (collectively, "TRANSFER"), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of the Subject Shares to any person other than pursuant to the terms of the Merger or (ii) enter into any voting arrangement, whether by proxy, power-of-attorney, voting agreement, voting trust or otherwise, in connection with, directly or indirectly, any Takeover Proposal, and agrees not to commit or agree to take any of the foregoing actions.
Transfer of Subject Shares. (a) Subject to Section 3.1(c), each of the Investors shall not, and shall cause their Affiliates not to, Transfer all or any portion of the Subject Shares, except (i) pursuant to its registration rights set forth in the Registration Rights Agreement dated as of June 5, 2008, as amended by Amendment No. 1 to the Registration Rights Agreement, dated as of May 28, 2009 and Amendment No. 2 to the Registration Rights Agreement, dated as of May 4, 2010 in a widely-distributed public offering, (ii) pursuant to its registration rights set forth in the Registration Rights Agreement dated as of August 5, 2010 in a widely-distributed public offering, (iii) pursuant to Rule 144 of the Securities Act, (iv) to the Company pursuant to Section 3.2 or (v) pursuant to any other exemption from registration under the Securities Act after compliance with Section 3.2. EXHIBIT 10.56
Transfer of Subject Shares. During the term of this Agreement, each Shareholder shall not transfer record ownership or beneficial ownership, or both, of any Subject Shares; provided, that each Shareholder shall be permitted to transfer ownership of Subject Shares (i) in connection with donations to charitable organizations, (ii) pledges or similar security arrangements with third party lenders, (iii) if consented to, prior to the Effective Time, by Global and Frontier, (iv) if consented to, subsequent to the Effective Time, by a committee (the "Committee") of the Board of Directors of Global consisting of one former representative of Frontier (the "Frontier Representative") and one Global member (such consent not to be unreasonably withheld), (v) in connection with a qualified or other domestic relations order or other judicial order, and (vi) in connection with transfers made solely for estate planning purposes, so long as the transferee agrees in writing to be bound by the terms of this Agreement. For the purpose of this Agreement, the term "transfer" means a sale, an assignment, a grant, a transfer, or other disposition of any Subject Shares or any interest of any nature in any Subject Shares, including, without limitation, the "beneficial ownership" of such Subject Shares (as determined pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended).
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Transfer of Subject Shares. Except as otherwise contemplated by the Merger Agreement or this Agreement, from and after the date of this Agreement until the termination of this Agreement, Majority Stockholder will not, directly or indirectly, without the prior written consent of Parent:
Transfer of Subject Shares. Except as otherwise contemplated by the Merger Agreement, from and after the date of this Agreement until the termination of this Agreement, each Stockholder agrees that it will be the beneficial owner of all of such Stockholder’s Subject Shares free and clear of all liens, pledges, charges or encumbrances, and will not, directly or indirectly, without the prior written consent of Parent:
Transfer of Subject Shares. Except as expressly contemplated by the Merger Agreement or with the prior written consent of the Parent (such consent to be given or withheld in its sole discretion), from and after the date hereof, Sponsor agrees not to (a) Transfer any of the Subject Shares, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require such Sponsor to Transfer the Subject Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Shares, or (c) take any actions (i) having the effect of preventing or disabling Sponsor from performing its obligations under this Agreement or (ii) in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise).
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