Transfer of Shares Clause Example with 6 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 covenants and agrees that during the period from the date of this Agreement through the Expiration Date, such Stockholder will not, directly or indirectly, (i) transfer, assign, sell, pledge, encumber, hypothecate or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) of or consent to any of the foregoing ("Transfer"), or cause to be Transferred, any of the Subject Shares, (ii) deposit any of the Subject Shares into a voting trust or enter int...o a voting agreement or arrangement with respect to the Subject Shares or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (iii) enter into any contract, option or other arrangement or undertaking with respect to the Transfer of any Subject Shares, or (iv) take any other action, that would reasonably be expected to restrict, limit or interfere with the performance of such Stockholder's obligations hereunder. The foregoing restrictions on Transfers of Subject Shares shall not prohibit any such Transfers by any Stockholder in connection with the transactions contemplated by the Amended and Restated Merger Agreement.View More
Variations of a "Transfer of Shares" Clause from Business Contracts
Transfer of Shares. Each Stockholder covenants and agrees that during the period from the date of this Agreement through the Expiration Date, other than with the prior written consent of the Company, upon the recommendation of the Special Committee, such Stockholder will not, directly or indirectly, (i) transfer, assign, sell, gift, pledge, encumber, lend, hypothecate or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) distribution, by operation of law or otherwise) of or cons...ent (whether or not in writing) to any of the foregoing ("Transfer"), or cause to be Transferred, any of the Subject Shares, Shares; provided, that nothing in this clause (i) shall prohibit Transfers from any Stockholder(s) to any other Stockholder or to any stockholder who has signed a voting and support agreement on substantially the same terms as this Agreement on the date hereof (each a "Permitted Transferee"), or to any Affiliate of any Permitted Transferee who agrees to be bound by the terms of this Agreement with respect to any Subject Shares Transferred to such Affiliate, (ii) deposit any of the Subject Shares into a voting trust or enter into a voting agreement agreement, arrangement or arrangement understanding with respect to the Subject Shares or grant any proxy proxy, corporate representative appointment or power of attorney with respect thereto that is inconsistent with this Agreement, (iii) enter into any contract, option or other arrangement or undertaking with respect to the Transfer of any Subject Shares, Company Shares or (iv) take any other action, that would reasonably be expected to materially restrict, limit or interfere with the performance of such Stockholder's obligations hereunder. The foregoing restrictions For purposes of this Agreement, "Affiliate" shall mean, with respect to any person, any other person which directly or indirectly controls, is controlled by or is under common control with such person as of the date on Transfers which, or at any time during the period for which, the determination of Subject Shares shall not prohibit any such Transfers by any Stockholder in connection with the transactions contemplated by the Amended and Restated Merger Agreement. affiliation is being made. View More
Transfer of Shares. Each The Stockholder covenants and agrees that during the period from and after the date of this Agreement through until the Expiration Date, such receipt of the Parent Requisite Vote, the Stockholder will not, directly or indirectly, (i) sell, transfer, distribute, pledge, hypothecate, donate, assign, sell, pledge, encumber, hypothecate appoint or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) of or consent to any of the foregoing encumber ("Transfer"), ...or cause to be Transferred, any of the Subject Shares, Shares; provided, that nothing in this clause (i) shall prohibit any of the transactions contemplated by the Exchange Transaction or the Exchange Agreement (including the distribution or release of certain series A Preferred Stock to Parent in accordance with the Escrow Agreement (as defined under the Exchange Agreement)) or any Transfer by the Stockholder of any shares of Series C Preferred Stock or Series C Common Stock, (ii) deposit any of the Subject Shares into a voting trust or enter into a voting agreement 2 or arrangement with respect to the Subject Shares or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, thereto, (iii) enter into any contract, option or other arrangement or undertaking with respect to the Transfer of any Subject Shares, (iv) enter into any agreement, arrangement or (iv) understanding with any Person (other than the Company), or take any other action, that would reasonably be expected to conflict with, restrict, limit limit, violate or interfere with the performance of such the Stockholder's representations, warranties, covenants and obligations hereunder. hereunder or (v) take any action that would reasonably be expected to restrict or otherwise adversely affect the Stockholder's legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. The foregoing restrictions on Transfers of Subject Shares shall not prohibit any such Transfers by any the Stockholder in connection with the Merger or the transactions contemplated by the Amended and Restated Merger Agreement. View More
Transfer of Shares. Each Stockholder covenants and agrees that during the period from the date of this Agreement through the Expiration Date, such Stockholder will not, directly or indirectly, (i) transfer, assign, sell, pledge, encumber, encumber (except by entering into an equity rollover agreement and a voting agreement as permitted by Section 3(b) hereof), hypothecate or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) of or consent to any of the foregoing ("Transfer"), or... cause to be Transferred, any of the Subject Shares, (ii) deposit any of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares (except by entering into a voting agreement permitted by Section 3(b) hereof) or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (iii) except as expressly permitted under Section 3(b) hereof, enter into any contract, option or other arrangement or undertaking with respect to the Transfer of any Subject Shares, or (iv) take any other action, that would reasonably be expected to restrict, limit or interfere with the performance of such Stockholder's obligations hereunder. The foregoing restrictions on Transfers of Subject Shares shall not prohibit any such Transfers by any Stockholder in connection with the transactions contemplated by the Amended and Restated Merger Agreement. View More
Transfer of Shares. Each Stockholder covenants and agrees that during the period from the date of this Agreement through the Expiration Date, such Stockholder will not, without the prior written consent of the Independent Committee, directly or indirectly, (i) transfer, assign, sell, pledge, encumber, hypothecate or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) of or consent to any of the foregoing ("Transfer"), or cause to be Transferred, any of the Subject Shares, Shares;... provided that nothing in this clause (i) shall prohibit Transfers from any Stockholder(s) to any other Stockholder(s), (ii) deposit any of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (iii) enter into any contract, option or other arrangement or undertaking with respect to the Transfer of any Subject Shares, Shares except with respect to a Transfer from such Stockholder to any other Stockholder(s) or (iv) take any other action, that would reasonably be expected to materially restrict, limit or interfere with the performance of such Stockholder's obligations hereunder. The foregoing restrictions on Transfers of Subject Shares shall not prohibit any such Transfers by any Stockholder in connection with the transactions contemplated by the Amended and Restated Merger Section 2 of this Agreement. View More
Transfer of Shares. Each Stockholder covenants and agrees that during the period from the date of this Agreement through the Expiration Date, such Stockholder will not, directly or indirectly, (i) transfer, assign, sell, pledge, encumber, hypothecate or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) of or consent to any of the foregoing ("Transfer"), or cause to be Transferred, any of the Subject Shares, Shares; provided, that nothing in this clause (i) shall prohibit Transf...ers from any Stockholder(s) to any other Stockholder(s), (ii) deposit any of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (iii) enter into any contract, option or other arrangement or undertaking with respect to the Transfer of any Subject Shares, Shares or (iv) take any other action, that would reasonably be expected to materially restrict, limit or interfere with the performance of such Stockholder's obligations hereunder. The foregoing restrictions on Transfers of Subject Shares shall not prohibit any such Transfers by any Stockholder in connection with the transactions contemplated by the Amended and Restated Merger Agreement, the Rollover Contribution Agreement, Section 2.20 of the Interim Investors Agreement (as defined below) or Section 2 of this Agreement. View More
Transfer of Shares. Each The Stockholder covenants and agrees that during the period from the date of this Agreement through the Expiration Date, such Stockholder it will not, directly or indirectly, (i) transfer, assign, sell, pledge, encumber, hypothecate or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) of or consent to any of the foregoing ("Transfer"), or cause to be Transferred, any of the Subject Shares, (ii) deposit any of the Subject Shares into a voting trust or en...ter into a voting agreement or arrangement with respect to the Subject Shares or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (iii) enter into any contract, option or other arrangement or undertaking with respect to the Transfer of any Subject Shares, Shares or (iv) take any other action, that would reasonably be expected to materially restrict, limit or interfere with the performance of such the Stockholder's obligations hereunder. The foregoing restrictions on Transfers of Subject Shares shall not prohibit any such Transfers by any the Stockholder in connection with the transactions contemplated by the Amended and Restated Merger Agreement, the Rollover Agreement or the Escrow Agreement. View More
