Transfer Restriction Agreement Sample Contracts

FIRST AMENDMENT TO TRANSFER RESTRICTION AGREEMENT OF BOIS D'ARC ENERGY, LLC
Transfer Restriction Agreement • October 4th, 2004 • Bois D Arc Energy LLC
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ALPHABET INC. TRANSFER RESTRICTION AGREEMENT
Transfer Restriction Agreement • October 2nd, 2015 • Alphabet Inc. • Delaware

This Transfer Restriction Agreement (this “Agreement”) is made as of October 2, 2015, among Alphabet Inc., a Delaware corporation (the “Company” or “Alphabet”), Eric E. Schmidt, the Eric Schmidt & Wendy Schmidt TR Schmidt Family Living Trust 01/01/89, Schmidt Investments L.P. and Schmidt Investments L.P. Fund II (“Eric Schmidt and his Permitted Entities”), and the other Holders signatory hereto. Capitalized terms used but not otherwise defined have the meaning set forth in Section 1.

TRANSFER RESTRICTION AGREEMENT
Transfer Restriction Agreement • June 16th, 2003 • Palm Inc • Computer terminals • Delaware

This TRANSFER RESTRICTION AGREEMENT (this “Agreement”) is made and entered into as of June 4, 2003, by and between Palm, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder and/or optionholder of the Company (the “Stockholder”) of Handspring, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.

TRANSFER RESTRICTION AGREEMENT
Transfer Restriction Agreement • May 25th, 2010 • Nevada Property 1 LLC • Hotels & motels • Delaware

This Transfer Restriction Agreement (this “Agreement”) is dated as of April 15, 2010 by and among Jeff Baer (“Mr. Baer”), Stuart Clarke (“Mr. Clarke”), Thomas Fiato (“Mr. Fiato”) and Donna Milrod (“Ms. Milrod”, and together with Mr. Baer, Mr. Clarke and Mr. Fiato the “Voteco Members”), Nevada Voteco LLC, a Delaware limited liability company (“Voteco”) and Nevada Mezz 1 LLC, a Delaware limited liability company (“Holdings”).

TRANSFER RESTRICTION AGREEMENT AND AMENDMENT TO NONCOMPETITION AGREEMENT
Transfer Restriction Agreement • July 21st, 2015 • Zillow Group, Inc. • Services-business services, nec • Washington

This Transfer Restriction Agreement (this “Agreement”) is made as of July 20, 2015, among Zillow Group, Inc., a Washington corporation (the “Company” or “Zillow”), Zillow, Inc., a Washington corporation and wholly owned subsidiary of the Company (“Zillow, Inc.”), Lloyd D. Frink and the other Holders signatory hereto, whether as of the date hereof or after the date hereof. Capitalized terms used but not otherwise defined have the meaning set forth in Section 1.

TRANSFER RESTRICTION AGREEMENT
Transfer Restriction Agreement • October 6th, 2017 • Rankin Alfred M Et Al • Electric housewares & fans • Delaware

This Transfer Restriction Agreement, dated as of September 29, 2017, (this “Agreement”), is by and among NACCO Industries, Inc., a Delaware corporation (“NACCO”), Hamilton Beach Brands Holding Company, a Delaware corporation (“Hamilton Beach Holding”), each of the undersigned members of the Rankin and Taplin families (each an “Undersigned Family Member” and, collectively, the “Undersigned Family Members”), and Hamilton Beach Holding, in its capacity as the Administrator.

TRANSFER RESTRICTION AGREEMENT OF DORCHESTER MINERALS MANAGEMENT GP LLC AND DORCHESTER MINERALS MANAGEMENT LP February 1, 2003
Transfer Restriction Agreement • March 27th, 2003 • Dorchester Minerals Lp • Crude petroleum & natural gas • Delaware

This Transfer Restriction Agreement (the “Agreement”) effective as of 12:02 a.m. February 1, 2003 (the “Effective Date”), is entered into by and among Dorchester Minerals Management LP, a Delaware limited partnership (the “Partnership”), Dorchester Minerals Management GP LLC, a Delaware limited liability company (the “Company”), SAM Partners, Ltd., a Texas limited partnership (“SAM”), Vaughn Petroleum, Ltd., a Texas limited partnership (“Vaughn”), Smith Allen Oil & Gas, Inc., a Texas corporation (“SAOG”), P.A. Peak Limited Partnership, a Texas limited partnership (“Peak LP”) and Yelar Partners L.L.P., a Delaware limited liability partnership (“Yelar”). Each of SAM, Vaughn, SAOG, Peak LP and Yelar is a “Holder “ and, collectively, they are sometimes referred to as the “Holders.”

SECOND AMENDMENT TO TRANSFER RESTRICTION AGREEMENT (Accenture Ltd)
Transfer Restriction Agreement • April 29th, 2004 • Accenture Sca • Services-management consulting services

This Second Amendment to Transfer Restriction Agreement, dated as of October 1, 2003 (this “Amendment”) is an amendment to that certain Transfer Restriction Agreement dated as of October 1, 2002 and as amended by that certain First Amendment to Transfer Restriction Agreement dated as of May 1, 2003 (as so previously amended, the “Original Restriction Agreement,” and as amended by this Amendment, the “Transfer Restriction Agreement”) and is entered into by and among Accenture Ltd, an exempted company limited by shares organized under the laws of Bermuda (registered number EG300900) (“Accenture Ltd”) and the Transferors and the Transferees (each as defined in the Original Restriction Agreement) who execute the Transfer Restriction Agreement from and after the date hereof.

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Transfer Restriction Agreement • December 22nd, 2004 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices

This agreement (the “Agreement”) sets forth certain restrictions upon the transfer of all shares of common stock of Earle M. Jorgensen Company (“EMJ”) beneficially owned by you, including, without limitation, shares of common stock owned directly, or indirectly through the EMJ stock bonus plan, including shares contributed to the stock bonus plan as part of the special contribution, and shares of common stock received upon exercise of stock options (the “Securities”). The restrictions contained in this letter agreement will be imposed in connection and upon the consummation of an initial public offering (the “IPO”) of shares of common stock of EMJ. Notwithstanding the foregoing, any Securities purchased by you in the open market after consummation of the merger and financial restructuring and the IPO will not be subject to this Agreement.

TRANSFER RESTRICTION AGREEMENT
Transfer Restriction Agreement • July 31st, 2006 • WH/LVH Managers Voteco L.L.C. • Hotels & motels • New York

This Transfer Restriction Agreement (this “Agreement”) is made as of July 19, 2006 among Stuart Rothenberg (“Mr. Rothenberg”), Brahm Cramer (“Mr. Cramer”) and Jonathan Langer (“Mr. Langer”) and together with Mr. Rothenberg and Mr. Cramer, the “WH/LVH Voteco Members”), WH/LVH Managers Voteco LLC, a Delaware limited liability company (“WH/LVH Voteco”), and Colony Resorts LVH Co-Investment Partners, L.P. (“Co-Investment Partners”), a Delaware limited partnership.

TRANSFER RESTRICTION AGREEMENT
Transfer Restriction Agreement • November 13th, 2007 • Fertitta Frank J Iii • Nevada

This Transfer Restriction Agreement (this “Agreement”) is made as of November 7, 2007 by and among Thomas J. Barrack, Jr. (“Mr. Barrack”), Frank J. Fertitta III and Lorenzo J. Fertitta (together, the “Fertitta Members,” and together with Mr. Barrack, the “VoteCo Members”), FCP VoteCo, LLC, a Nevada limited liability company (“VoteCo”), FCP Holding, Inc., a Nevada corporation (“FCP Holding”), and Fertitta Partners LLC, a Nevada limited liability company (“Fertitta Partners” and together with FCP Holding, the “Non-Voting Holders”).

TRANSFER RESTRICTION AGREEMENT OF BOIS D’ARC ENERGY, LLC
Transfer Restriction Agreement • August 6th, 2004 • Comstock Resources Inc • Crude petroleum & natural gas • Nevada

This Transfer Restriction Agreement (the “Agreement”) dated as of July 16, 2004 (the “Effective Date”), is entered into by and among Bois d’Arc Energy, LLC, a Nevada limited liability company (the “Company”), and each of the Persons executing this Agreement other than the Company as evidenced on the signature pages hereto. Each such Person is a “Holder” and, collectively, they are sometimes referred to as the “Holders.”

TRANSFER RESTRICTION AGREEMENT
Transfer Restriction Agreement • February 26th, 2008 • American Casino & Entertainment Properties LLC • Services-miscellaneous amusement & recreation • New York

This Transfer Restriction Agreement (this “Agreement”) is made as of February 20, 2008 among Stuart Rothenberg (“Mr. Rothenberg”), Brahm Cramer (“Mr. Cramer”) and Jonathan Langer (“Mr. Langer” and, together with Mr. Rothenberg and Mr. Cramer, the “VoteCo Members”), W2007/ACEP Managers Voteco, LLC, a Delaware limited liability company (“VoteCo”), and W2007/ACEP Holdings, LLC, a Delaware limited liability company (“Holdings”).

FORM OF TRANSFER RESTRICTION AGREEMENT
Transfer Restriction Agreement • September 6th, 2017 • Hamilton Beach Brands Holding Co • Electric housewares & fans • Delaware

This Transfer Restriction Agreement, dated as of [ ], 2017, (this “Agreement”), is by and among NACCO Industries, Inc., a Delaware corporation (“NACCO”), Hamilton Beach Brands Holding Company, a Delaware corporation (“Hamilton Beach Holding”), each of the undersigned members of the Rankin and Taplin families (each an “Undersigned Family Member” and, collectively, the “Undersigned Family Members”), and Hamilton Beach Holding, in its capacity as the Administrator.

TRANSFER RESTRICTION AGREEMENT
Transfer Restriction Agreement • June 28th, 2004 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • New York

This Transfer Restriction Agreement (this “Agreement”) is made as of June 18, 2004 among Thomas J. Barrack, Jr. (“Mr. Barrack” or the “VoteCo Member”), Colony Resorts LVH VoteCo, LLC, a Delaware limited liability company (“VoteCo”), and Colony Resorts LVH Holdings, LLC (“Colony”), a Delaware limited liability company and a wholly owned subsidiary of Colony Investors VI, L.P., a Delaware limited partnership (“Colony VI”).

TRANSFER RESTRICTION AGREEMENT
Transfer Restriction Agreement • October 18th, 2023 • Olink Holding AB (Publ) • Laboratory analytical instruments • Delaware

This TRANSFER RESTRICTION AGREEMENT (this “Agreement”), dated as of October 17, 2023, is entered into by and between Thermo Fisher Scientific Inc., a Delaware corporation (“Parent”) and each of the individuals or entities set forth on Schedule A (each, a “Shareholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).

SECOND AMENDMENT TO TRANSFER RESTRICTION AGREEMENT (Accenture SCA)
Transfer Restriction Agreement • April 29th, 2004 • Accenture Sca • Services-management consulting services

This Second Amendment to Transfer Restriction Agreement, dated as of October 1, 2003 (this “Amendment”) is an amendment to that certain Transfer Restriction Agreement dated as of October 1, 2002 and as amended by that certain First Amendment to Transfer Restriction Agreement dated as of May 1, 2003 (as so previously amended, the “Original Restriction Agreement,” and as amended by this Amendment, the “Transfer Restriction Agreement”) and is entered into by and among Accenture SCA, a Luxembourg société en commandite par actions (“Accenture SCA”) and the Transferors and the Transferees (each as defined in the Original Restriction Agreement) who execute the Transfer Restriction Agreement from and after the date hereof.

TRANSFER RESTRICTION AGREEMENT
Transfer Restriction Agreement • June 28th, 2004 • Colony Resorts LVH Acquisitions LLC • Hotels & motels • New York

This Transfer Restriction Agreement (this “Agreement”) is made as of June 18, 2004 among Thomas J. Barrack, Jr. (“Mr. Barrack”), Nicholas L. Ribis (“Mr. Ribis”, and together with Mr. Barrack, the “Coinvestment VoteCo Members”), Colony Resorts LVH Coinvestment VoteCo, LLC, a Delaware limited liability company (“Coinvestment VoteCo”), and Colony Resorts LVH Co-Investment Partners, L.P. (“Co-Investment Partners”), a Delaware limited partnership.

TRANSFER RESTRICTION AGREEMENT
Transfer Restriction Agreement • January 23rd, 2008 • Routhier Ed • Radiotelephone communications • New York

THIS TRANSFER RESTRICTION AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2007 by and among the signatories to this Agreement identified on Schedule A (each a “Holder” and collectively, the “Holders”) to be effective as of and contingent upon the Closing of the Merger (as defined below).

TRANSFER RESTRICTION AGREEMENT AMONG ACCENTURE LTD and TRANSFERORS AND TRANSFEREES SIGNATORY HERETO Dated as of April 1, 2005
Transfer Restriction Agreement • July 11th, 2005 • Accenture LTD • Services-business services, nec

This Transfer Restriction Agreement, dated as of April 1, 2005 (as amended, supplemented, waived or otherwise modified from time to time in accordance with its terms, the “Agreement”) among Accenture Ltd, an exempted company limited by shares organized under the laws of Bermuda (registered number EG300900) (“Accenture Ltd”), the Transferors (as defined below) and the Transferees (as defined below).

TRANSFER RESTRICTION AGREEMENT AMONG ACCENTURE SCA and TRANSFERORS AND TRANSFEREES SIGNATORY HERETO Dated as of April 1, 2005
Transfer Restriction Agreement • July 11th, 2005 • Accenture LTD • Services-business services, nec • Luxembourg

This Transfer Restriction Agreement, dated as of April 1, 2005 (as amended, supplemented, waived or otherwise modified from time to time in accordance with its terms, the “Agreement”) among Accenture SCA, a Luxembourg société en commandite par actions (“Accenture SCA”), the Transferors (as defined below) and the Transferees (as defined below).

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WITNESSETH:
Transfer Restriction Agreement • May 27th, 2003 • Hewitt Associates Inc • Services-management consulting services • Delaware
CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. TRANSFER RESTRICTION AGREEMENT
Transfer Restriction Agreement • October 31st, 2023 • Thermo Fisher Scientific Inc. • Measuring & controlling devices, nec • Delaware

This TRANSFER RESTRICTION AGREEMENT (this “Agreement”), dated as of October 17, 2023, is entered into by and between Thermo Fisher Scientific Inc., a Delaware corporation (“Parent”) and each of the individuals or entities set forth on Schedule A (each, a “Shareholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).

RECITALS --------
Transfer Restriction Agreement • April 15th, 2002 • Barrack Thomas Jr • Services-miscellaneous amusement & recreation • New York
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