RESTRICTIONS AGAINST TRANSFER. During the term of this Undertaking, the TPG Entities shall not assign, transfer, sell or otherwise dispose of, directly or indirectly, any TPG Shares, other than pursuant to or in connection with a transaction or series of related transactions in which the holders of all outstanding shares of the Class B Common are entitled to participate with respect to all shares of Class B Common in such transaction or series of related transactions and the holders of greater than fifty percent (50%) of the Company's Class B Common then outstanding either (i) vote their shares of Class B Common in favor of such transaction or series of related transactions or (ii) tender their shares of Class B Common for sale in such transaction or series of related transactions; provided, however, that nothing herein shall be deemed to require that the form or amount of consideration payable for the shares of Class B Common be the same as the form or amount of consideration payable to the TPG Entities for the TPG Shares. For purposes of determining whether the holders of greater than fifty percent (50%) of the outstanding Class B Common have voted in favor of the transaction or series of related transactions or tender their shares in such transaction or series of related transactions, if the ATSB consents in writing to the transaction or series of related transactions, the actual number of outstanding shares of Class B Common shall be deemed to be outstanding, and if the ATSB does not consent in writing to the transaction or series of related transactions, the number of outstanding shares deemed to be outstanding shall equal the sum of the actual number of shares outstanding plus the number of shares issuable upon exercise of the Warrant. The closing of any transaction or series of related transactions shall be simultaneous for the TPG Shares and any shares of Class B Common. The TPG Entities agree that the Company may instruct its transfer agent to impose transfer restrictions on the TPG Shares to enforce the provisions of this Agreement.
RESTRICTIONS AGAINST TRANSFER. Neither Party shall sell, assign, transfer, or otherwise alienate or dispose of this License Agreement or the privileges hereby granted, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.
RESTRICTIONS AGAINST TRANSFER. 28 11.2 Right of First Refusal.................. 28 11.3 Change in Control of KVI or BWI......... 29 11.4
RESTRICTIONS AGAINST TRANSFER. Subject to Section 11.2, no Member shall sell, assign, convey, or otherwise transfer all or any part of its interest in the Company or any legal or beneficial right therein, whether voluntarily, by operation of law, by gift, or otherwise (collectively, "TRANSFER"), without the prior written approval of all other Members, which consent shall not be unreasonably withheld. in addition, subject to the exceptions described herein, a Transfer shall be deemed to have occurred if with respect to any Member or any permitted transferee of an interest in the Company or any entity which directly or indirectly controls such a Member or permitted transferee (collectively a "TRANSFEROR"): (i) there shall be consummated any consolidation or merger of such Transferor with another corporation or entity and as a result of such consolidation or merger less than 50 percent of the outstanding voting securities of the surviving or resulting corporation or entity shall be owned in the aggregate by the stockholders of the Transferor as the same shall have existed immediately prior to such consolidation or merger; (ii) any sale, lease, exchange, or other transfer (in one transaction or in a series of related transactions) of all or substantially all of the assets of the Transferor; (iii) the liquidation or dissolution of the transferor; or (iv) any "person" (as such term is defined in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of 35% percent or more of the Transferor's outstanding common stock. Notwithstanding the foregoing: (i) a Member may Transfer its interest in the Company to any affiliate of such Member; and (ii) there shall be no restriction on the Transfer nor shall there be deemed a Transfer in connection with the sale, assignment, conveyance or other transfer of stock in KVI unless the sale or other transfer of stock in KVI results in KVI being controlled directly or indirectly or under common control with or by a person or entity which is directly or indirectly meaningfully engaged in the waste management business at the time of the change of control in which case the provisions of 11.3 shall be applicable. Any purported Transfer in violation of the provision of this Agreement shall be void and ineffectual, shall not operate to convey any right, title, or interest in or to the purported transferee, and shall give the other Member a right to purchase the Co...
RESTRICTIONS AGAINST TRANSFER. During the Grantee's lifetime, ----------------------------- none of the Restricted Shares, the Cash Component, this Agreement or any right or interest hereunder or in the Restricted Shares or the Cash Component shall be assignable or transferable otherwise than by will or the laws of descent and distribution (as provided in this Agreement), or be subject to attachment, execution or other similar process, except (i) when and to the extent any of the Restricted Shares and Cash Component shall have vested in the Grantee in accordance with this Agreement or (ii) otherwise as determined by the Committee in accordance with the 1999 Plan. If the Grantee attempts to alienate, assign, pledge, hypothecate or otherwise dispose of any of the Restricted Shares or any rights under this Agreement, except as provided for herein, or in the event of any levy or any attachment, execution or similar process upon any of the Restricted Shares or the rights hereby conferred, the Company may terminate this Agreement by notice to the Grantee and cancel on its books the Restricted Shares issued to the Grantee and the right granted to the Grantee to receive the Cash Components pursuant to Section 2.
RESTRICTIONS AGAINST TRANSFER. You agree that you will not transfer, assign, hypothecate, or in any way dispose of any of the Shares, or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise (collectively, the “Transfer Restrictions”), until the end of the following dates:
RESTRICTIONS AGAINST TRANSFER. Except as otherwise provided in this Agreement, a Shareholder shall not transfer, assign, pledge, hypothecate or in any way alienate any Shares, or any interest therein, whether voluntarily or by operation of law, or by gift or otherwise, without (a) the prior unanimous written consent of APS, Xxxxxxxx and Trevey or (b) in the case of a pledge or hypothecation, the written acknowledgment of the lender, in form and substance reasonably acceptable to APS, Xxxxxxxx and Xxxxxx, that the lender will hold such Shares (or interest therein) subject to all of the terms and provisions of this Agreement, and will not foreclose upon or otherwise transfer any such Shares, or interest therein, without complying with the provisions hereof, including those relating to options to purchase the Shares by the other parties hereto. Any purported transfer in violation of any provision of this Agreement shall be void and ineffectual, shall not operate to transfer any interest or title to the purported transferee and shall give the Corporation and the other Shareholders options to purchase such Shares in the manner and on the conditions hereinafter provided.
RESTRICTIONS AGAINST TRANSFER. All Purchased Shares initially shall be Restricted Shares and shall be subject to a right of repurchase by the Company. The Stockholder shall not transfer, assign, encumber or otherwise dispose of any Restricted Shares, nor any of the Purchased Shares which have been held for less than one year from the Effective Date, except as provided in the following sentence. The Stockholder may transfer Restricted Shares, and/or any Purchased Shares which have been held for less than one year from the Effective Date, (i) by beneficiary designation, will or intestate succession or (ii) to the Purchaser’s spouse, children or grandchildren or to a trust established by the Stockholder for the benefit of the Stockholder or the Stockholder’s spouse, children or grandchildren, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement, including without limitation this Section 2.
RESTRICTIONS AGAINST TRANSFER. Subject to Section 4 hereof, until April 1, 2005, RSA shall not, directly or indirectly, offer, sell, assign, transfer, offer to sell, assign or transfer, contract to sell, assign or transfer, pledge or otherwise encumber, grant any option, right or warrant to purchase, grant any rights with respect to, including, but not limited to, the right to vote, grant any interest in or otherwise dispose of, or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) or in any other way reduce RSA's risk of ownership or investment in any of the Undertaking Securities (any of the foregoing hereinafter referred to as a "Transfer"), other than pursuant to or in connection with a transaction or a series of related transactions (an "Approved Transaction") in which the holders of all outstanding shares of Class A Common (including any shares of Class A Common issuable upon exercise of the outstanding Class A-1 Warrants of the Company) are offered the opportunity to participate with respect to all of their shares of Class A Common in such transaction or series of related transactions and the holders (excluding, however, RSA and its affiliates) of greater than sixty-six and two-thirds percent (66⅔%) of the Company's Class A Common (including any shares of Class A Common issuable upon exercise of the outstanding Class A-1 Warrants of the Company) then outstanding (excluding, however, shares held by RSA and its affiliates) have either (a) voted in favor of such transaction or series of related transactions or (b) tendered their shares of Class A Common for sale in such transaction or series of related transactions. The closing of any transaction or series of related transactions shall be simultaneous for the Undertaking Securities and any shares of Class A Common. RSA agrees that the Company may instruct its transfer agent to impose Transfer restrictions on the Undertaking Securities to enforce the provisions of this Undertaking.
RESTRICTIONS AGAINST TRANSFER. In addition to any restrictions on transfer prescribed by state or federal law, the Merger Shares shall be subject to the following restrictions on transfer:
