Restrictions on Transfer of Stockholder Shares. (a) Without the prior written consent of the Company, each of the New Investors agrees not to, directly or indirectly, offer, sell, contract to sell or otherwise dispose of (or announce any offer, sale, contract of sale or other disposition)("Transfer") any shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock, including, without limitation, interests in the Partnership (all of such securities being hereinafter referred to herein as "Restricted Securities"), until December 8, 1996.
Restrictions on Transfer of Stockholder Shares. (a) First Refusal Rights. At least 20 days prior to any sale, transfer, assignment, pledge or other disposal (a "Transfer") of Stockholder Shares by any Management Stockholder other than (i) pursuant to a Public Sale, (ii) a Transfer to the Company or (iii) a Transfer pursuant to Section 3(c) or Section 4, the Management Stockholder desiring such Transfer (the "Transferor") shall deliver a written notice (the "Transfer Notice") to the Company of its desire to Transfer Stockholder Shares of such class, specifying in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of the Transfer, including the proposed price per Stockholder Share of such class (which price shall be payable solely in cash at the closing of the transaction or in installments over time). The Transferor's Transfer Notice shall constitute an irrevocable offer to sell all, but not less than all, of the Stockholder Shares subject to such Transfer Notice (the "Offered Shares") to the Company or its assigns on the basis described below, at a purchase price equal to the price contained in the Transfer Notice. The Company or its assigns may elect to purchase all, but not less than all, of the Offered Shares, upon the same terms and conditions as those set forth in the Transfer Notice (the "Right of First Refusal"), by delivering a written notice (the "Acceptance Notice") of such election to the Transferor within 10 days (the "Right of First Refusal Election Period") after the Transfer Notice has been received by the Company. The closing of the purchase of any Offered Shares pursuant to this Section 3(a) shall take place within 30 days after the date on which the Transferor receives the Acceptance Notice. Subject to the provisions of Section 3(b) below, if the Company or its assigns does not elect to purchase all of the Offered Shares, then the Transferor may transfer all, but not less than all, of the Offered Shares to the
Restrictions on Transfer of Stockholder Shares. A Stockholder may ---------------------------------------------- freely sell, transfer, assign, pledge or otherwise dispose of any interest in any Stockholder Shares (a "Transfer") except as provided in this Section 3 and --------- the other provisions of this Agreement. For purposes of this Section 3 only "Stockholder" means any Stockholder other than Xxxx. ---------------
Restrictions on Transfer of Stockholder Shares. Subject to Section 6, no Management Stockholder or Co-Investor shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in his, her or its Stockholder Shares (a “Transfer”) at any time without the prior written consent of the WCAS Majority Holders (such consent not to be unreasonably withheld in the event that a Management Stockholder intends to make a Transfer of Stockholder Shares in order to address an extreme, demonstrable and extraordinary financial need), except pursuant to the provisions of Section 5(c) (Permitted Transfers), or Section 9 (Sale of the Company) or pursuant to a Public Sale in connection with or following an Initial Public Offering. Each WCAS Investor may Transfer his or its Stockholder Shares, subject to Section 5(b). No Stockholder shall consummate any Transfer (other than in connection with a Public Sale as contemplated above) until 30 days after the later to occur of the delivery to the Company and the other Stockholders of such Stockholder’s (i) First Refusal Notice or (ii) Sale Notice (if any), unless the parties to the Transfer have been finally determined pursuant to this Section 5 prior to the expiration of such 30-day period.
Restrictions on Transfer of Stockholder Shares. The restrictions set forth in this Section 1 shall apply to all Stockholder Shares until the closing of a Qualified Public Offering or an Approved Sale of the Corporation (but shall not apply to such Qualified Public Offering or Approved Sale) or the date on which such Stockholder Shares have been transferred in a Public Sale.
Restrictions on Transfer of Stockholder Shares. (a) Retention of Executive Stock. No Management Investor shall sell, ---------------------------- transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in any Stockholder Shares (a "Transfer"), except (i) to the -------- Company, (ii) pursuant to the provisions of Sections 2(b), 2(d) or 3 below, or (iii) pursuant to a Public Sale.
Restrictions on Transfer of Stockholder Shares by Executive ----------------------------------------------------------- Stockholders. ------------
Restrictions on Transfer of Stockholder Shares. The restrictions set forth in this Section 1 shall apply to all Stockholder Shares until a Public Sale or an Approved Sale of the Corporation (but shall not apply to such Public Sale or Approved Sale).
Restrictions on Transfer of Stockholder Shares. (a) Transfer of Stockholder Shares. Until the fifth (5th) ------------------------------ anniversary of the date of this Agreement, the holders of Minority Stockholder Shares shall not sell, transfer, assign, pledge or otherwise dispose of (a "Transfer") any interest in any Stockholder Shares (other than the Warrants), --------- except pursuant to (i) the provisions of Section 3(c) or Section 3(d), (ii) a ------------ ------------ Public Sale and (iii) an Approved Sale. The Transfers described in clauses (ii) and (iii) of this Section 3(a) are ------------ -2- referred to collectively as the "Excluded Transfers." The Warrants and, after ------------------ the fifth anniversary of the date hereof, other Minority Stockholder Shares may also be Transferred pursuant to Section 3(b). ------------
Restrictions on Transfer of Stockholder Shares. (a) Transfer of Stockholder Shares. No Investor shall sell, ------------------------------ transfer, assign, pledge or otherwise dispose of (collectively, "Transfer") any interest in any Preferred Stock, Underlying Common Stock or the Notes except pursuant to (i) a Public Sale, a Sale of the Company or any redemption or conversion provisions of the Certificate of Incorporation or the Notes (each, an "Exempt Transfer") or (ii) the provisions of this paragraph 2. Each Investor agrees not to consummate any Transfer (other than an Exempt Transfer) until 30 days after the delivery by the Investor to the Company and the other Investors of such Investor's Offer Notice (as defined below), unless the parties to the Transfer have been finally determined pursuant to this paragraph 2 prior to the expiration of such 30-day period (the "Election Period").
