Transfer of Shares Clause Example with 19 Variations from Business Contracts
This page contains Transfer of Shares clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Transfer of Shares. Each Stockholder severally and not jointly, agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing (unless the transferee agrees to be bound by this Agreement), (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent ...with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares (unless the transferee agrees to be bound by this Agreement), or (d) take any action that would make any representation or warranty of such Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing its obligations hereunder.View More
Variations of a "Transfer of Shares" Clause from Business Contracts
Transfer of Shares. Each Stockholder Unless this Agreement shall have been terminated in accordance with Section 5, each Stockholder, severally and not jointly, agrees that it shall not, directly or indirectly, not (a) sell, assign, transfer (including by operation of law), lien, pledge, dispose of of, permit to exist any material lien with respect to, or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing (unless foregoing, except for a sale, assignment or transfer pursuant to the tr...ansferee agrees BCA or to be another stockholder of the Company that is a party to this Agreement and bound by this Agreement), the terms and obligations hereof, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares; provided, that the foregoing shall not prohibit the transfer of the Shares (unless the transferee agrees to be bound by this Agreement), or (d) take (i) if Stockholder is an individual (A) to any action that would make any representation or warranty member of such Stockholder's immediate family, or to a trust for the benefit of Stockholder herein untrue or incorrect any member of Stockholder's immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder's immediate family or (B) by will, other testamentary document or under the laws of intestacy upon the death of Stockholder; or (ii) if Stockholder is an entity, a partner, member, or affiliate of Stockholder, but only if, in any material respect the case of clause (i) and (ii), such transferee shall execute this Agreement or have the effect of preventing or disabling the Stockholder from performing its obligations hereunder. a joinder agreeing to become a party to this Agreement. View More
Transfer of Shares. Each Hereinafter until the Expiration Time, each Stockholder severally and not jointly, agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing (unless foregoing, except for a sale, assignment or transfer pursuant to the transferee agrees BCA or to be another stockholder of the Company that is a party to this Agreement and bound by t...his Agreement), the terms and obligations hereof, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares; provided, that the foregoing shall not prohibit the transfer of the Shares (unless the transferee agrees (A) if Stockholder is an individual (1) to be bound by this Agreement), or (d) take any action that would make any representation or warranty member of such Stockholder's immediate family, or to a trust for the benefit of Stockholder herein untrue or incorrect any member of Stockholder's immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder's immediate family or (2) by will, other testamentary document, under the laws of intestacy or by virtue of laws of descent and distribution upon the death of Stockholder; or (B) if Stockholder is an entity, a partner, member, or affiliate of Stockholder, but only if, in the case of clause (A) and (B), such transferee shall concurrently execute this Agreement or a joinder agreeing to become a party to this Agreement. Any attempted transfer of Shares or any material respect or have the effect interest therein in violation of preventing or disabling the Stockholder from performing its obligations hereunder. this Section 5 shall be null and void. View More
Transfer of Shares. Each Stockholder severally and not jointly, Sponsor agrees that that, except in connection with seeking approval of a Parent Extension Proposal, it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing (unless foregoing, except for a sale, assignment or transfer pursuant to the transferee agrees to be bound by this Agreement), BCA, (b) deposit an...y Shares into a voting trust or enter into a voting agreement or arrangement Contract or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, Agreement or (c) enter into any contract, Contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares; provided that the foregoing shall not prohibit the transfer of the Shares (unless the transferee agrees to be bound by an Affiliate of Sponsor, but only if such Affiliate of Sponsor shall execute this Agreement), Agreement or (d) take any action that would make any representation or warranty of such Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing its obligations hereunder. a joinder agreeing to become a party to this Agreement. View More
Transfer of Shares. Each Stockholder Stockholder, severally and not jointly, agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), lien, impose liens on, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing (unless foregoing, except for a sale, assignment or transfer pursuant to the transferee agrees BCA or to be another stockholder of the Company that is a party to this Agreement and bound by this Agreement)..., the terms and obligations hereof, (b) enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Shares, or any right or interest therein, (c) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto to the Shares that is inconsistent with this Agreement, (c) Agreement or (d) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares; provided that the foregoing shall not prohibit the transfer of the Shares (unless by a Stockholder to an affiliate of such Stockholder, but only if (i) such affiliate will transfer such Shares back to the transferee agrees transferor if it shall cease to be bound an affiliate, (ii) such affiliate shall execute this Agreement or a joinder agreeing to become a party to this Agreement and (iii) the transferor shall be responsible for any breach of this Agreement by this Agreement), or (d) take any action that would make any representation or warranty of such Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing its obligations hereunder. affiliate. View More
Transfer of Shares. Each Stockholder Stockholder, severally and not jointly, agrees that he, she or it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), lien, create any lien or pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing (unless foregoing, except for a sale, assignment or transfer pursuant to the transferee agrees BCA or to be another Stockholder of the Company that is a party to this Agreement and bound by th...is Agreement), the terms and obligations hereof, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares, except as set forth in the BCA or this Agreement; provided, that the foregoing shall not prohibit the transfer of the Shares (unless the transferee agrees to be bound by this Agreement), or (d) take any action that would make any representation or warranty an affiliate of Stockholder, but only if such affiliate of such Stockholder herein untrue shall execute this Agreement or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing its obligations hereunder. a joinder agreeing to become a party to this Agreement. View More
Transfer of Shares. Each Stockholder Stockholder, severally and not jointly, agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing (unless foregoing, except for a sale, assignment or transfer pursuant to the transferee agrees BCA or to be another stockholder of the Company that is a party to this Agreement and bound by this Agreement), the terms and o...bligations hereof, (b) deposit any Shares into a voting trust or trust, enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares; provided that the foregoing shall not prohibit the transfer of the Shares (unless the transferee agrees by a Stockholder to be bound by this Agreement), or (d) take any action that would make any representation or warranty an affiliate of such Stockholder herein untrue Stockholder, but only if such affiliate shall execute this Agreement or incorrect a joinder agreeing to become a party to this Agreement. 1 3. Trading Standstill. Each Stockholder, severally and not jointly, agrees that it shall not, without SPAC's prior written consent, directly or indirectly, sell, assign, transfer or otherwise dispose of any shares of SPAC Common Stock at any time between the date of this Agreement and the earlier of (a) the expiration of the Redemption Rights pursuant to the SPAC Certificate of Incorporation, or (b) the termination of this Agreement in any material respect or have the effect of preventing or disabling the Stockholder from performing accordance with its obligations hereunder. terms. View More
Transfer of Shares. Each Stockholder Stockholder, severally and not jointly, agrees that during the Restricted Period, it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), lien, create any lien or pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing (unless foregoing, except for a sale, assignment or transfer pursuant to the transferee agrees Plan of Merger or to be another stockholder of the Company that is a party to ...this Agreement and bound by this Agreement), the terms and obligations hereof, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares, except as set forth in the Stockholder Agreement; provided, that the foregoing shall not prohibit the transfer of the Shares (unless the transferee agrees to be bound by this Agreement), or (d) take any action that would make any representation or warranty an affiliate of such Stockholder, but only if such affiliate of such Stockholder herein untrue shall execute this Agreement or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing its obligations hereunder. a joinder agreeing to become a party to this Agreement. View More
Transfer of Shares. Each Stockholder severally and not jointly, agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing (unless foregoing, except for a sale, assignment or transfer pursuant to the transferee agrees BCA (including but not limited to be Section 7.18 thereof) or to another stockholder of the Company that is a party to this Agreement and bo...und by this Agreement), the terms and obligations hereof, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares; provided, that the foregoing shall not prohibit the transfer of the Shares (unless the transferee agrees to be bound by this Agreement), or (d) take any action that would make any representation or warranty an affiliate of Stockholder, but only if such affiliate of such Stockholder herein untrue shall execute this Agreement or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing its obligations hereunder. a joinder agreeing to become a party to this Agreement. View More
Transfer of Shares. Each Stockholder Stockholder, severally and not jointly, agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing (unless foregoing, except for a sale, assignment or transfer pursuant to the transferee agrees BCA or to be another stockholder of the Company that is a party to this Agreement and bound by this Agreement), the terms and o...bligations hereof, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares; provided that the foregoing shall not prohibit the transfer of the Shares (unless the transferee agrees by a Stockholder to be bound by this Agreement), or (d) take any action that would make any representation or warranty an affiliate of such Stockholder herein untrue Stockholder, but only if such affiliate shall execute this Agreement or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing its obligations hereunder. a joinder agreeing to become a party to this Agreement. View More
Transfer of Shares. Each Stockholder severally and not jointly, agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing (unless foregoing, except for a sale, assignment or transfer pursuant to the transferee agrees BCA or to be another stockholder of the Company that is a party to this Agreement and bound by this Agreement), the terms and obligations he...reof, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares; provided, that the foregoing shall not prohibit the transfer of the Shares (unless the transferee agrees to be bound by this Agreement), or (d) take any action that would make any representation or warranty an affiliate of Stockholder, but only if such affiliate of such Stockholder herein untrue shall execute this Agreement or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing its obligations hereunder. a joinder agreeing to become a party to this Agreement. View More
