Restrictions on Transfer and Conversion a. The Stockholder hereby covenants and agrees that the Stockholder shall not, except with respect to existing pledge agreements or as otherwise consented to in writing by Parent in its sole discretion, prior to the termination of this Agreement, (i) either directly or indirectly, offer or otherwise sell, assign, pledge, hypothecate, transfer, exchange, tender, dispose or grant an option to dispose of any Voting Agreement Shares or any interest therein, or agree to do any of the foregoing, or (ii) take any action which would have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement.
Restrictions on Transfer and Conversion. (a) The Company and the Executive acknowledge and agree that the Restricted Shares are subject to and restricted by the Shareholders’ Agreement and with respect to such Restricted Shares, the Executive shall be an “Investor” and a “Management Shareholder” as such terms are used in the Shareholders Agreement.
Restrictions on Transfer and Conversion. (a) The Company and the Holder acknowledge and agree that the Restricted Shares are subject to and restricted by this Agreement. Once vested, the Restricted Shares shall no longer be restricted by the terms of this Agreement but shall be subject to the restrictions set forth in the Registration Rights Agreement and the Securities Act.
Restrictions on Transfer and Conversion. The Purchasers will not, prior to the earliest of (a) the first anniversary of the Closing Date, (b) the occurrence of a Change of Control (as defined in the Certificates of Designation) or (c) the breach by the Company in any material respect of any covenant or agreement contained in this Agreement or in any other Transaction Document (each of the foregoing, a "Termination Event"), sell, transfer, assign, convey, gift, mortgage, pledge, encumber, hypothecate, or otherwise dispose of, directly or indirectly, ("Transfer") any of the Preferred Shares or the Shares except for (i) Transfers between and among the Purchasers and their Affiliates provided such Transfer is done in accordance with the transfer restrictions applicable to the Preferred Shares or the Shares under federal and state securities laws and the Affiliate transferee agrees to be bound by the restrictions applicable to such Preferred Shares or the Shares, including without limitation the agreements set forth in this Section 4.15, and (ii) Transfers (w) required to comply with applicable Law, (x) pursuant to a bona fide tender or exchange offer made pursuant to a merger or other agreement approved by the Board of Directors to acquire securities of the Company, (y) following any stock merger or other business combination transaction to which the Company is a party if such stock merger or other business combination results in a Change of Control and (z) pursuant to any cash merger, or other business combination transaction to which the Company is a party or involved in which the Class A Common Stock of the Company's stockholders is exchanged for cash upon consummation of such merger or other business combination. Notwithstanding any other provision of this Section 4.15, no Purchaser shall avoid the provisions of this Section 4.15 by making one or more transfers to one or more Affiliates and then disposing of all or any portion of such Purchaser's interest in any such Affiliate. Nothing contained herein shall be deemed to limit the ability of the limited partners in the Purchasers from transferring, directly or indirectly, their limited partnership interests in the Purchasers or the general partners of the Purchasers from transferring, directly or indirectly, up to 15% of the equity interests in the Purchasers at any time or from time to time. Notwithstanding anything to the contrary contained in the Certificates of Designation, each Purchaser agrees that it may not exercise any conversion rights ...
Restrictions on Transfer and Conversion. (a) Until the close of business on the date of the Special Meeting, the Stockholder will not (i) sell, assign, transfer, pledge or otherwise dispose of any of its Shares, (ii) deposit its Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy with respect thereto, or (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer or other disposition of any EVT Common Stock. (b) If, at the time the Merger Agreement is submitted for approval to the stockholders of EVT, the Stockholder is an "affiliate" of EVT for purposes of Rule 145 under the Securities Act of 1933, as amended, or for purposes of qualifying the Merger for pooling of interests accounting treatment under Accounting Principles Board Opinion No. 16 and applicable Securities and Exchange Commission ("SEC") rules and regulations, the Stockholder shall deliver to Guidant on or prior to the Closing Date (as defined in the Merger Agreement) a written agreement substantially in the form attached as Exhibit A to the Merger Agreement. (c) The Stockholder agrees to tender to Ski, within 10 business days after the date hereof (or, in the event the Shares are acquired subsequent to the date hereof within 10 business days after the date of such acquisition), any and all certificates representing the Shares in order that Ski may inscribe upon such certificates the legend in accordance with Section 5.14 of the Merger Agreement, if such legend is required by law to be placed upon such certificates. ARTICLE 2 2.1
Restrictions on Transfer and Conversion. Following the death of a Founder, no Permitted Transferee, or while a Founder is Incapacitated no personal representative acting on behalf of such Founder shall:
Restrictions on Transfer and Conversion. (a) Purchasers may not (1) sell or otherwise transfer any Purchased Securities (other than to an Affiliate of Purchaser) in an amount that would, on an as-converted basis, represent more than 9.9% of the outstanding shares of Company Common Stock or (2) exercise their ability under the applicable Certificate of Designations to convert the Preferred Stock to the extent that Purchasers and their Affiliates would, after giving effect to such conversion, own more than 9.9% of the outstanding shares of Company Common Stock, unless, in the case of each of (1) and (2), the Purchased Securities in excess of such 9.9% limit are promptly sold or transferred, or converted in connection with the subsequent sale or transfer of Company Common Stock:
Restrictions on Transfer and Conversion. (a) A Consenting Stockholder shall not offer, sell, transfer, assign, grant a participation in or option with respect to, pledge, encumber or otherwise dispose of, or convert
Restrictions on Transfer and Conversion. (a) The Company and the Executive acknowledge and agree that the shares of Executive Stock are subject to and restricted by the Stockholders Agreement and with respect to such shares of Executive Stock, the Executive shall be an “Investor” as such term is used in the Stockholders Agreement. Notwithstanding anything to the contrary contained in the Stockholders Agreement, no shares of Executive Stock that have not vested pursuant to Section 2 hereof may be transferred to any Person and no shares of vested Class A Common Stock may be transferred to any Person who is not an Affiliate of the Executive. The shares of vested Class A Common Stock may be transferred by will or the laws of descent and distribution.
Restrictions on Transfer and Conversion. (a) Until the close of business on the date of the Special Meeting, the Stockholder will not (i) sell, assign, transfer, pledge or otherwise dispose of any of its Shares, (ii) deposit its Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy with respect thereto, or (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer or other disposition of any Shares.
