Agreement Not to Sell. 5 SECTION 3.02. Restrictions on Transfer . . . . . . . . . . . . . . . 6 SECTION 3.03. Rights of First Refusal. . . . . . . . . . . . . . . . 6 SECTION 3.04. Transferees to Execute Agreement . . . . . . . . . . . 11 SECTION 3.05. Improper Sale or Encumbrance . . . . . . . . . . . . . 12 SECTION 3.06. Legends . . . . . . . . . . . . . . . . . . . . . . . 12 ARTICLE IV MISCELLANEOUS (i) TABLE OF CONTENTS (Continued)
Agreement Not to Sell. (a) Except with the prior written consent of Getty Images, no Stockholder shall sell any Shares until the earlier of (i) the date six months after the date of this Agreement and (ii) the time of the effectiveness of a registration statement filed by Getty Images under the Securities Act pursuant to which stockholders of Getty Images sell Shares (such period being the "RESTRICTED PERIOD"); PROVIDED, HOWEVER, that during the Restricted Period, the Getty Group or the Torrance Group, as the case may be, may each sell up to 200,000 Shares in a Rule 144 Transaction or in a Cashless Exercise of Options.
Agreement Not to Sell. The Investor hereby covenants and agrees that it will not, nor will it permit any of its affiliates (including parents, subsidiaries or other related entities) to, directly or indirectly sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose or any of the Series E Shares, the Common Stock issuable upon conversion thereof or the IPO Shares without the prior written consent of the Company during the period from the Closing Date or the IPO Closing Date, as applicable, through the later of (a) completion of the work conducted under all Project Plans under the Collaboration Agreement; or (b) the earlier of (i) the fifth anniversary of the date of this Agreement or (ii) the second anniversary of the IPO Closing Date. In order to enforce the provisions of this Section 6.2, the Company may impose stop-transfer instructions with respect to the securities held by the Investor and its affiliates that are subject to the foregoing restriction until the end of such period.
Agreement Not to Sell. (a) The Ares Parties agree not to sell their Ares Subject Securities pursuant to the Ares Registration Statement until the later of (x) the termination date of the Ares Lock-up Agreements and (y) March 31, 2021; provided that this Section 2.14 shall be of no further force and effect upon the abandonment of the Subject Offering. Notwithstanding anything to the contrary in this Agreement (including Section 2.6(a)), the Ares Parties shall not be required to enter into a lock-up agreement (or similar agreement) in connection with the Subject Offering with a duration longer than the 90th day after the date of the pricing supplement for the Subject Offering.
Agreement Not to Sell. Each Purchaser covenants and agrees that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement.
Agreement Not to Sell. StarTek acknowledges that, under the terms of this Agreement, that both during and after the term of this Agreement it has no rights within the licenses pertaining to software or other Microsoft proprietary materials or Products which would allow StarTek to be a seller or distributor of any Products. Whenever requested by Microsoft and from time to time, it will sign separate mutually acceptable agreements to this effect.
Agreement Not to Sell. During the two-year period following the date hereof, no Holder of Registrable Shares may make any public sale of Registrable Shares (pursuant to a Registration Statement, Rule 144 or otherwise) other than in compliance with any Lock-up Conditions then in effect. If no Lock-up Conditions are then in effect, no public sales shall be permitted by any Holder without the written consent of the Holders of thirty-five (35%) of the Registrable Shares (such Holders consenting to a waiver of the restrictions on the sale of Registrable Shares being referred to as "CONSENTING HOLDERS"); provided that the Consenting Holders may not consent to any waiver for themselves unless the same waivers are made available to all Holders of Registrable Shares. Notwithstanding anything to the contrary contained herein, each Holder hereby agrees to comply with the conditions or restrictions (the "LOCK-UP CONDITIONS") imposed at the time of such demand by a majority of Holders of a majority of the Registrable Shares (the "DEMANDING PERSONS") making a request for such Demand Registration pursuant to Section 2(a) of this Agreement, including, without limitation, any restriction on a Holder's ability to sell, pledge, hypothecate, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of all or a portion of the Registrable Shares, for a specified period following the effective date of such registration; provided, however, that nothing herein shall prevent any Holder (a) that is a partnership or corporation from making a distribution of Registrable Shares to the partners or shareholders thereof that are otherwise in compliance with applicable securities laws, so long as such permitted distributees agree to be bound by the terms and conditions of the Lock-up Conditions; (b) that desires to sell any Registrable Shares in a private transaction in compliance with applicable securities laws from consummating such a sale so long as the purchaser in any private sale agrees in writing to be bound by the restrictions set forth in this Section 8; or (c) that is an individual, from making a transfer of Registrable Shares by gift, will or the laws of descent and distribution, subject to the restrictions set forth in this Section 8. Any Lock-up Conditions imposed by a Demanding Person shall apply to each Holder of Registrable Shares (including without limitation, any Demanding Person).
Agreement Not to Sell. The Investor hereby agrees that, from the Effective Date until the earlier of (i) such time as the parties have received the final report of the results of all Amigo Trials (as defined in the Collaboration Agreement), or (ii) March 31, 2004, the Investor shall not, without the prior written consent of the Company, directly or indirectly, sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of any securities of the Company held by it at any time during such period. In order to enforce the provisions of this Section 7.1, the Company may impose stop-transfer instructions with respect to the securities held by the Investor that are subject to the foregoing restriction until the end of such period.
Agreement Not to Sell. Each Shareholder and Xxxxxxx, severally agrees that, from the Effective Time through and until the second anniversary thereof (such period being hereinafter referred to as the "Restrictive Period"), none of them shall sell, or in any other way directly or indirectly transfer, convey, assign, distribute, encumber or otherwise dispose of, any Star Common Stock received as Merger Consideration; provided, however, that during the Restrictive Period Arbor, Xxxx and Xxxxxxx may, (i) pursuant to the Registration Rights granted by Section 4 hereby, sell such shares of Star Common Stock pursuant to a registration effected under the Securities Act in accordance with said Registration Rights or (ii) following ten days' prior written notice to Star of its intent to do so and disclosing the broker/dealer executing such sale (and including a copy of the Form 144 relating thereto, if applicable), sell such shares of Star Common Stock in a transaction or transactions made in accordance with Rules 144 and/or 145 under the Securities Act. Other than as set forth in clauses (i) and (ii) above, however, nothing contained herein shall preclude, Arbor, Xxxx or Xxxxxxx during the Restrictive Period, from selling any Star Common Stock received as Merger Consideration provided that prior thereto each transferee or subsequent transferee enter into an agreement with Star in writing to be bound by and indeed becomes bound by the provisions of this Agreement and to enter into and deliver to Star an enforceable proxy, irrevocable to the extent provided above, on behalf of Star in the form of Annex C attached hereto, provided that such proxy shall terminate, and be of no further effect as to any shares of Star Common Stock sold pursuant to Sections 3(i) or 3(ii) hereof.
Agreement Not to Sell. Arkaro agrees that, during the period beginning on the Effective Date and ending on the first anniversary of the effective date of MP3.xxx'x XPO, Arkaro shall not, without the prior written consent of MP3.xxx, xxrectly or indirectly sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of any securities of MP3.xxx xxxd by it at any time during such period. Notwithstanding the foregoing, commencing on the six (6) month anniversary of the IPO, the foregoing restrictions shall lapse with respect to 10% of the IPO Offer Shares in each subsequent calendar month; provided, however, that Arkaro will not sell, transfer or dispose of more than 20% of the IPO Offer Shares in any month prior to the first anniversary of the effective date of MP3.xxx'x XPO.
