Restrictions on Transfers of Securities. The following restrictions on Transfer (as defined in Section 1.1(a) below) shall apply to all Securities owned by any Investor or Permitted Transferee (as defined in Section 1.1(b) below), except a Permitted Transferee by virtue of Section 1.1(b)(iv) hereof:
Restrictions on Transfers of Securities. (a) Company Preferred Securities or Company Parity Preferred Securities may not be sold or otherwise transferred unless such securities are registered under the Securities Act or an exemption from the registration requirements thereof is available, and the Company Preferred Certificates shall bear a legend to this effect unless the Bank and the Company determine otherwise in compliance with applicable law.
Restrictions on Transfers of Securities. The following restrictions on Transfer shall apply to all Shares owned by any Management Investor:
Restrictions on Transfers of Securities. Prior to the Termination --------------------------------------- Date, the Shareholder hereby agrees that it shall not Transfer, or permit the Transfer of, all or any of the Securities beneficially owned by it without the prior written consent of Xxxxxxxxxx which may be given or denied in its sole discretion for any reason or for no reason. No Transfer shall be effective and the Company shall not, and shall not be compelled to, recognize any Transfer or record any Transfer on its books if such Transfer is prohibited by this Agreement, or issue any certificate representing any Securities to any Person who has received such Securities in a Transfer made in contravention of the terms of this Agreement. The parties agree that the restrictions on Transfer set forth in this Agreement are not manifestly unreasonable.
Restrictions on Transfers of Securities. (a) (i) Prior to the day that is 181 days after the IPO Date, each Investor shall not Transfer any Class A Common Stock, Class B Common Stock or any TOG Units, (ii) from the day that is 181 days after the IPO Date until the day that is one year after the IPO Date, each Investor shall not Transfer more than 25% of the number of shares of Class A Common Stock, or any shares of Class B Common Stock or any TOG Units that it owned as of the Closing Date, (iii) from the day that is 181 days after the IPO Date until the day that is one year and six months after the IPO Date, each Investor shall not Transfer more than 50% of the number of shares of Class A Common Stock, or any shares of Class B Common Stock or any TOG Units that it owned as of the Closing Date and (iv) from the day that is 181 days after the IPO Date until the day that is two years after the IPO Date, each Investor shall not Transfer more than 75% of the number of shares of Class A Common Stock, or any shares of Class B Common Stock or any TOG Units that it owned as of the Closing Date, in each case, except with the approval of the Executive Committee of the Issuer. In each case, the number of shares of Class A Common Stock, shares of Class B Common Stock or any TOG Units owned as of the Closing Date shall be calculated after giving effect to the extent of the exercise of the underwriters’ overallotment option in the IPO. The terms of this Section 2.1(a) shall expire on the day that is two years after the IPO Date.
Restrictions on Transfers of Securities. (a) Unless a Transfer of Securities is made in accordance with this Agreement, such Transfer shall not be valid or have any force or effect.
Restrictions on Transfers of Securities. No Shareholder may Transfer any interest in any Securities except pursuant to this Article 3, Article 4, Article 5, or Article 6. Notwithstanding anything to the contrary contained herein, (a) in no event shall any Shareholder be permitted to Transfer any interest in Securities to a competitor of the Company or Affiliate of a competitor of the Company, except pursuant to Article 6 or otherwise in connection with an Approved Sale (as defined in Section 6.1 below); provided, however, that Transfers to any Shareholder or any Affiliate of a Shareholder that may own, operate or otherwise be affiliated with a business that competes with the Company shall not be prohibited by this provision, and (b) a Transfer of Securities shall not be valid or of any force or effect if such Transfer would result in (i) a violation or breach of any applicable federal or state securities law or any agreement to which the Company or any Subsidiary is a party or (ii) any revocation or failure to qualify for any federal, state or local license or permit required to operate the Company’s business. Any purported Transfer of Securities which is not made in accordance with the applicable provisions of this Agreement shall not be valid and shall have no force or effect.
Restrictions on Transfers of Securities. (a) No Non-OEP Investor shall effect a Transfer of any Securities other than (A) pursuant to Section 1.3 in connection with an Approved Sale, (B) pursuant to Section 1.4 in connection with the exercise of “Tag-Along Rights,” (C) with the prior written consent of OEP (D) pursuant to Section 1.5 after having complied with the requirements thereof, (E) to a Permitted Transferee of the Investor in question, (F) to the Company or (G) in connection with a Public Offering or following a Public Offering in an open market transaction or under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (each of (A), (B), (D), (E),(F) and (G), a “Permitted Transfer”). In exercising the consent and approval provided for in clause (C), OEP may employ its sole discretion in evaluating the nature of the proposed transferee and OEP may impose such conditions on Transfer as it deems appropriate in its sole discretion, including, but not limited to, requirements that the transferee be an employee or shareholder of the Company. Any purported Transfer in violation of this Agreement or any federal or state securities laws shall be null and void and of no force and effect, and the purported transferee shall have no rights or privileges in or with respect to the Company.
Restrictions on Transfers of Securities. In addition to the restrictions on the Escrowed Units pursuant to Section 1.4.3, the Units may not be sold, transferred or pledged unless (a) the Company shall have been supplied with reasonably satisfactory evidence that such transfer is not in violation of the Act and any applicable state securities laws and (b) Holder shall have met the transfer restrictions applicable for Units set forth in the Partnership Agreement. The Company may place a legend to that effect on this Warrant and any replacement Warrant.
Restrictions on Transfers of Securities. As an inducement to Buyer to enter into this Agreement, (i) Seller hereby represents and warrants to Buyer (which representations and warranties shall survive the Closing) that Seller is the direct beneficial owner of 4,291,584 shares of common stock of Buyer as of the date of this Agreement (such shares, the “Restricted Shares”) and (b) Seller agrees that, from the date of this Agreement until November 6, 2016, Seller shall not, without the prior written consent of Buyer, sell, pledge, encumber or otherwise dispose of or transfer, nor permit to be sold, pledged, encumbered or otherwise disposed of or transferred in any manner, either voluntarily or by operation of law, any of the Restricted Shares or any of the economic or other rights associated therewith or otherwise enter into any transaction or agreement with respect to the Restricted Shares that would be reportable with the Securities and Exchange Commission under Section 13(d) or Section 16(a) of the Securities Exchange Act of 1934, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder, provided that the provisions of this Section 6(a) shall not apply (i) to the sale of the Securities to Buyer in accordance with this Agreement, (ii) if Buyer fails to consummate the transactions contemplated hereby by paying the Purchase Price set forth herein on the settlement date or (iii) to sales or transfers in response to a tender or exchange offer for the common stock of Buyer (other than a tender or exchange offer by Seller or an affiliate) or as part of a merger, consolidation or other transaction in which all or substantially all of the outstanding shares of common stock of Buyer are converted into or exchanged for other consideration and is approved by the stockholders of Buyer.
