Permitted Transfers of Shares. Subject to compliance with the restrictions and conditions set forth in this Section 2.4, with the consent of the Administrator, Participant may Transfer vested Shares subject to the Award (i) by the laws of descent and distribution, or (ii) by gift or domestic relations order to a “family member” (as defined in Rule 701 under the Securities Act) (any such Transfer shall be referred to as a “Permitted Transfer”). No Permitted Transferee of Participant shall be permitted to Transfer Shares to any Person to whom Participant would not be permitted to Transfer Shares pursuant to the terms of this Agreement.
Permitted Transfers of Shares. Notwithstanding the provisions of Section 3(a) hereof, during the term of this Agreement, any Stockholder may transfer any or all of his or its respective Securities, subject to the restrictions contained in Section 3 hereof and upon compliance with the following terms and conditions:
Permitted Transfers of Shares. The Optionee shall have the right to make Permitted Transfers of Shares. For purposes of this Agreement, “Permitted Transfer” shall mean any transfer of all or any portion of the Optionee’s Shares by will or the laws of descent and distribution and any transfer by the Optionee during his or her lifetime of all or any portion of his or her Shares to or for the benefit of any spouse, child or grandchild (including any natural born, adopted or step-child or step-grandchild) of the Optionee, or to a trust for the benefit of the Optionee and/or any of the foregoing or to a partnership or limited liability company, the partners or members of which include only the Optionee and/or any of the foregoing or any other person or entity determined by the Board; provided, however, that it shall be a condition of each such Permitted Transfer that (i) the transferee agrees to be bound by the terms of this Agreement and (ii) the Optionee has complied with all applicable laws in connection with such Permitted Transfer. For purposes of this Agreement, (a) any donee or transferee of the Optionee’s Shares shall be treated as the “Optionee,” and (b) notwithstanding the foregoing clause, the circumstances or events giving rise to any forfeiture or repurchase right shall be determined with respect to the original “Optionee” who was first issued such Shares and transferred them to the transferee, and the transferee shall be subject to forfeiture or a repurchase right upon such circumstance or event. For purposes of an example of the foregoing clause (b) and not in anyway as a limitation, if a termination of employment gives rise to a repurchase right with respect to Shares held by a transferee, it shall be the termination of the original Shareholder’s employment that creates the repurchase right and not the termination of employment of such transferee.
Permitted Transfers of Shares. Subject to Section 2 of this Agreement, any Shareholder may transfer Shares in accordance with the terms and conditions of this Section 3.
Permitted Transfers of Shares. Notwithstanding anything in this letter agreement to the contrary, each of the Stockholders may Transfer any or all of its Shares and Additional Shares in accordance with applicable Law; provided, however, that, prior to and as a condition to the effectiveness of such Transfer, each Person to which any of such Shares or Additional Shares or any interest in any of such Shares or Additional Shares is or may be Transferred shall have executed and delivered to Parent a counterpart of this letter agreement pursuant to which such Person shall be bound by all of the terms and provisions of this letter agreement, and shall have agreed in writing with Parent to hold such Shares or Additional Shares or interest in such Shares or Additional Shares subject to all of the terms and provisions of this letter agreement.
Permitted Transfers of Shares. Subject to compliance with the restrictions and conditions set forth in Section 2, the Grantee shall be permitted to Transfer Shares (i) to his or her spouse, lineal or legally adopted descendants or ancestors (and their spouses), (ii) to the trustee of a trust for the sole benefit of such persons, or (iii) to an entity in which such Grantee or his Permitted Transferees own, directly or indirectly, 100% of the equity interests (any such Transfer shall be referred to as a "PERMITTED TRANSFER"), provided in each case that the Grantee retains all voting rights in the Shares. No Permitted Transferee of the Grantee shall be permitted to Transfer Shares to any Person to whom the Grantee would not be permitted to Transfer Shares pursuant to the terms of this Agreement.
Permitted Transfers of Shares. The Shareholder may, after giving written notice (a “Transfer Notice”) to the Corporation specifying the number and class of Shares proposed to be Transferred and the date of the proposed Transfer (which date shall not be less than three Business Days following the date of the Transfer Notice), Transfer all or any part of the Shares owned it:
Permitted Transfers of Shares. Notwithstanding anything to the contrary contained in this Agreement, any Shareholder shall have the right, without regard to or compliance with any of the provisions of Article 21 hereof, to make a Transfer of any Share or Shares owned by it to any corporation or entity which controls, is controlled by, or is under common control with such Shareholder without first obtaining the consent to such Transfer by the other Shareholders provided that the Transferee shall have executed a Deed of Adherence. Where any Share or Shares have been transferred in circumstances permitted by this Article 21. 7 (whether directly or by a series of transfers so permitted) from a body corporate (“the First Group Transferor” which expression does not include a second or subsequent Transferor in such a series of Transfers) and the Transferee (“the Group Transferee”) ceases to be controlled by or to control or to be under common control with the First Group Transferor then the Group Transferee shall forthwith transfer the said Share or Shares to the First Group Transferor and failure to transfer such Share or Shares within 28 days of such cessation shall entitle the other Shareholder or Shareholders to the rights set out in Article 21.6.
Permitted Transfers of Shares. Notwithstanding any provision herein to the contrary, (i) ConnectClearly hereby consents to and agrees to register (A) any transfer of Shares by one Buyer to another Buyer, and agrees that no documentation other than executed transfer documents shall be required for any such transfer, and (B) any transfer by any Buyer to an Affiliate of such Buyer or to an Affiliate of another Buyer, or any transfer among any such Affiliates, provided such transfer is otherwise in accordance with applicable law and that such transferee certifies in writing to ConnectClearly that it is an "accredited investor" (as defined in Regulation D). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Buyer under this Agreement and the Registration Rights Agreement; and (ii) NCT hereby consents to and agrees to register (A) any transfer of Exchange Shares by one Buyer to another Buyer, and agrees that no documentation other than executed transfer documents shall be required for any such transfer, and (B) any transfer by any Buyer to an Affiliate of such Buyer or to an Affiliate of another Buyer, or any transfer among any such Affiliates, provided such transfer is otherwise in accordance with applicable law and that such transferee certifies in writing to NCT that it is an "accredited investor" (as defined in Regulation D). Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Buyer under this Agreement and the Registration Rights Agreement.
Permitted Transfers of Shares. 4.1 Transfers with Prior Consent of all other Shareholders. Except as otherwise provided in Section 4.2 or 4.4, a Shareholder may only Transfer the Shares owned by such Shareholder if such Shareholder has obtained the prior written consent of all of the other Shareholders of the Company. Any Shares so Transferred pursuant to this Section 4.1 shall continue to be subject to and shall be transferable only in accordance with the terms of this Agreement and the transferee of such Shares must agree in writing to be bound by the terms and conditions of this Agreement prior to such Transfer being effective.
