Transfer of Covered Shares Sample Clauses

Transfer of Covered Shares. 5 Section 3.2 Option of Brunswick........................................................................ 5 Section 3.3 Option of the Company...................................................................... 5
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Transfer of Covered Shares. At any time a Senior Founder desires to Transfer any Covered Shares owned by him, the Transferring Senior Founder shall first offer in writing to sell all of those Transferring Senior Founder's Covered Shares to be transferred (a) to Brunswick in the event that Brunswick does not own the Targeted Investment Percentage or (b) first to the Company, then to the other Senior Founders, and then to Brunswick in the event Brunswick owns the Targeted Investment Percentage, in any such case at the Price Per Share, as set forth below.
Sample 1
Transfer of Covered Shares. If options granted pursuant to this Article III have not been exercised to purchase all of the Covered Shares to be transferred by the end of the option periods set forth in Sections 3.2, 3.3, 3.4, 3.5, and 3.6, then the Transferring Senior Founder shall be free for a period of one hundred eighty (180) days thereafter to Transfer that number of the Covered Shares for which options were not exercised. If the Covered Shares to be transferred are not sold within the one hundred eighty (180) day period, those Covered Shares shall continue to be subject to all of the terms and conditions of this Agreement and the Transferring Senior Founder shall not be permitted to Transfer any Covered Shares without again complying with the provisions of this Article III.
Sample 1
Transfer of Covered Shares. No Shareholder will, voluntarily or involuntarily, directly or indirectly, sell, transfer, assign, pledge, donate, or otherwise encumber or dispose of any interest in any Covered Shares (a "Transfer") except (i) pursuant to a Transfer to the Holding Company, a Public Sale, a Compelled Sale pursuant to the provisions of Section 4, or to a Permitted Transferee pursuant to Section 3(c), or (ii) pursuant to the provisions of Section 3(b). (The Transfers described in Section 3(a)(i) are referred to as "Exempt Transfers" and all other Transfers are referred to as "Non-Exempt Transfers.").
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Transfer of Covered Shares 
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Related to Transfer of Covered Shares

  • Transfer of Subject Securities and Voting Rights 2.1 Restriction on Transfer of Subject Securities. Subject to Section 2.3 below, during the Support Period, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected. Without limiting the generality of the foregoing, during the Support Period, Stockholder shall not tender, agree to tender or permit to be tendered any of the Subject Securities in response to or otherwise in connection with any tender or exchange offer other than the Offer.

  • Transfer of Subject Shares Except as expressly contemplated by the Merger Agreement or with the prior written consent of the Parent (such consent to be given or withheld in its sole discretion), from and after the date hereof, Stockholder agrees not to (a) Transfer any of the Subject Shares, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer the Subject Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Shares, or (c) take any actions (i) having the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement or (ii) in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise).

  • Transfer of Options The Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee or by the Optionee's legally authorized representative.

  • Transfer of Registration Rights The rights to cause the Company to register securities granted to the Holders of Registrable Securities pursuant to this Agreement may be transferred or assigned only to (i) an affiliate or immediate family member of a Holder of Registrable Securities or (ii) an immediate or remote transferee of the Holder of Registrable Securities who, after such transfer, is the Holder of not less than 5% of the number of shares of Registrable Securities outstanding as of the date of this Agreement; provided that the transferee first agrees in writing to be bound by the terms of this Agreement.

  • Transfer of Subject Securities 2.1 Transferee of Subject Securities to be Bound by this Agreement. Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless each Person to which any of such Subject Securities, or any interest in any of such Subject Securities, is or may be transferred shall have: (a) executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A (with such modifications as Parent may reasonably request); and (b) agreed to hold such Subject Securities (or interest in such Subject Securities) subject to all of the terms and provisions of this Agreement.

  • Restriction on Transfer of Subject Securities Subject to Section 2.3, during the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

  • Transfer of Units 10.3.1 Units may be transferred only in the manner described in Article 9.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement.

  • No Transfer of Registration Rights None of the rights of Shareholders under this Article 5 shall be assignable by any Shareholder to any Person acquiring securities of such Shareholder in any Public Offering or pursuant to Rule 144A of the Securities Act.

  • Transfer of Warrants Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.

  • Transfer of Option Other than as expressly permitted by the provisions of Section 7.1(f) of the Plan, the Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee.

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