Transfer of Shares Clause Example with 4 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. (c) Each Holder hereby agrees that he, she or it shall not, directly or indirectly, (i) sell, assign, transfer (including by operation of law), place a lien on, pledge, dispose of or otherwise encumber any of his, her or its Subject Acquiror Equity Securities (which for purposes of this Section 3 shall include, to the extent applicable, any shares of Acquiror Class A Common Stock acquired by such Holder in connection with the Domestication) or otherwise agree to do any of the foregoing (each, a ..."Transfer"), (ii) deposit any of his, her or its Subject Acquiror Equity Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any of his, her or its Subject Acquiror Equity Securities that conflicts with any of the covenants or agreements set forth in this Agreement, (iii) 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 of his, her or its Subject Acquiror Equity Securities, (iv) engage in any hedging or other transaction which is designed to, or which would (either alone or in connection with one or more circumstances, developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale, assignment, transfer or other disposition of his, her or its Subject Acquiror Equity Securities even if such Subject Acquiror Equity Securities would be disposed of by a person other than such Holder, or (v) redeem, elect to redeem or tender or submit any of its Subject Acquiror Entity Securities owned by him, her or it for redemption in connection with the consummation of the Merger and the other transactions contemplated under the Merger Agreement; provided, however, that the foregoing provisions of this Section 3(a) shall not apply to any Transfer (A) to Acquiror's officers or directors, any affiliates or family member of any of Acquiror's officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (B) in the case of an individual, by gift to a member of one of the individual's immediate family or to any estate planning vehicle or trust, the beneficiary of which is a member of the individual's immediate family, an affiliate of such person or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; (E) by private sales or transfers made in connection with the transactions contemplated by the Merger Agreement; (F) pro rata distributions from the Sponsor to its members, partners or stockholders pursuant to the Sponsor's operating agreement, (F) by virtue of the Sponsor's organizational documents upon liquidation or dissolution of the Sponsor or (G) in the event of a completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Acquiror Shares being exchanged for cash, securities or other property; provided that any transferee of any Transfer of the type set forth in clauses (A) through (F) must enter into a written agreement in form and substance reasonably satisfactory to the Company agreeing to be bound by this Agreement prior to the occurrence of such Transfer. 2 (d) In furtherance of the foregoing, Acquiror hereby agrees to (i) place a revocable stop order on all Subject Acquiror Equity Securities (which for purposes of this Section 3 shall include, to the extent applicable, any shares of Acquiror Class A Common Stock acquired by such Holder in connection with the Domestication) subject to Section 3(a), including those which may be covered by a registration statement, and (ii) notify Acquiror's transfer agent in writing of such stop order and the restrictions on such Subject Acquiror Equity Securities under Section 3(a) and direct Acquiror's transfer agent not to process any attempts by any Holder to Transfer any Subject Acquiror Equity Securities except in compliance with Section 3(a).View More
Variations of a "Transfer of Shares" Clause from Business Contracts
Transfer of Shares. (c) Each Holder a. The Acquiror Stockholder hereby agrees that he, she or it shall not, directly or indirectly, not (i) sell, assign, transfer (including by operation of law), place a lien on, pledge, hypothecate, grant an option to purchase, distribute, dispose of or otherwise encumber any of his, her or its Subject Acquiror Equity Securities (which for purposes of this Section 3 shall include, to the extent applicable, any shares of Acquiror Class A Common Stock acquired by such Holder in conn...ection with the Domestication) or otherwise agree enter into any contract, option or other arrangement or undertaking to do any of the foregoing (each, a "Transfer"), (ii) deposit any of his, her or its Subject Acquiror Equity Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any of his, her or its Subject Acquiror Equity Securities (other than as set forth in Section 2 herein) that conflicts with any of the covenants or agreements set forth in this Agreement, Agreement or (iii) enter into take any contract, option action that could have the effect of preventing or other arrangement or undertaking with respect to materially delaying the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any of his, her or its Subject Acquiror Equity Securities, (iv) engage in any hedging or other transaction which is designed to, or which would (either alone or in connection with one or more circumstances, developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale, assignment, transfer or other disposition of his, her or its Subject Acquiror Equity Securities even if such Subject Acquiror Equity Securities would be disposed of by a person other than such Holder, or (v) redeem, elect to redeem or tender or submit any performance of its Subject Acquiror Entity Securities owned by him, her or it for redemption in connection with the consummation of the Merger and the other transactions contemplated under the Merger Agreement; obligations hereunder; provided, however, that the foregoing provisions of this Section 3(a) shall not apply to any Transfer (A) to Acquiror's officers or directors, any affiliates directors or family member of any of Acquiror's officers affiliates; or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (B) in the case of an individual, by gift to a member of one of the individual's immediate family or to any estate planning vehicle or trust, the beneficiary of which is a member of the individual's immediate family, an affiliate of such person or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; (E) by private sales or transfers made in connection with the transactions contemplated by by, and expressly permitted under, the Merger Agreement; (F) pro rata distributions from the Sponsor to its members, partners or stockholders pursuant to the Sponsor's operating agreement, (F) by virtue of the Sponsor's organizational documents upon liquidation or dissolution of the Sponsor or (G) in the event of a completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Acquiror Shares being exchanged for cash, securities or other property; provided provided, that any transferee of any Transfer of the type types set forth in clauses (A) through (F) and (B) must enter into a written agreement in form and substance reasonably satisfactory to the Company agreeing to be bound by this Agreement prior to the occurrence of such Transfer. 2 (d) Agreement. b. In furtherance of the foregoing, Acquiror hereby agrees to (i) place a revocable stop order on all Subject Acquiror Equity Securities (which for purposes of this Section 3 shall include, to the extent applicable, any shares of Acquiror Class A Common Stock acquired by such Holder in connection with the Domestication) subject to Section 3(a), including those which may be covered by a registration statement, and (ii) notify Acquiror's transfer agent in writing of such stop order and the restrictions on such Subject Acquiror Equity Securities under Section 3(a) and direct Acquiror's transfer agent not to process any attempts by any Holder Acquiror Stockholder to Transfer any Subject Acquiror Equity Securities except in compliance with Section 3(a). 3(a); for the avoidance of doubt, the obligations of Acquiror under this Section 3(b) shall be deemed to be satisfied by the existence of any similar stop order and restrictions currently existing on the Subject Acquiror Equity Securities. View More
Transfer of Shares. (c) Each Holder a. The Sponsor hereby agrees that he, she or it shall not, directly or indirectly, not (i) sell, assign, transfer (including by operation of law), place a lien on, pledge, hypothecate, grant an option to purchase, distribute, dispose of or otherwise encumber any of his, her or its Subject Acquiror Equity Securities (which for purposes of this Section 3 shall include, to the extent applicable, any shares of Acquiror Class A Common Stock acquired by such Holder in connection with t...he Domestication) or otherwise agree enter into any contract, option or other arrangement or undertaking to do any of the foregoing (each, a "Transfer"), (ii) deposit any of his, her or its Subject Acquiror Equity Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any of his, her or its Subject Acquiror Equity Securities that conflicts with any of the covenants or agreements set forth in this Agreement, Agreement or (iii) enter into take any contract, option action that could have the effect of preventing or other arrangement or undertaking with respect to materially delaying the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any of his, her or its Subject Acquiror Equity Securities, (iv) engage in any hedging or other transaction which is designed to, or which would (either alone or in connection with one or more circumstances, developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale, assignment, transfer or other disposition of his, her or its Subject Acquiror Equity Securities even if such Subject Acquiror Equity Securities would be disposed of by a person other than such Holder, or (v) redeem, elect to redeem or tender or submit any performance of its Subject Acquiror Entity Securities owned by him, her or it for redemption in connection with the consummation of the Merger and the other transactions contemplated under the Merger Agreement; obligations hereunder; provided, however, that the foregoing provisions of this Section 3(a) shall not apply to any Transfer (A) to Acquiror's officers or directors, any affiliates directors or family member of any of Acquiror's officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (B) in the case of an individual, by gift to a member of one of the individual's immediate family or to any estate planning vehicle or trust, the beneficiary of which is a member of the individual's immediate family, an affiliate of such person or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; (E) by private sales or transfers made in connection with the transactions contemplated by by, and expressly permitted under, the Merger Agreement; (F) pro rata distributions from the Sponsor to its members, partners or stockholders pursuant to the Sponsor's operating agreement, (F) and (C) by virtue of the Sponsor's organizational documents upon liquidation or dissolution of the Sponsor or (G) in the event of a completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Acquiror Shares being exchanged for cash, securities or other property; provided Sponsor; provided, that any transferee of any Transfer of the type types set forth in clauses (A) through (F) (C) must enter into a written agreement in form and substance reasonably satisfactory to the Company agreeing to be bound by this Agreement prior to the occurrence of such Transfer. 2 (d) Agreement. b. In furtherance of the foregoing, Acquiror hereby agrees to (i) place a revocable stop order on all Subject Acquiror Equity Securities (which for purposes of this Section 3 shall include, to the extent applicable, any shares of Acquiror Class A Common Stock acquired by such Holder in connection with the Domestication) subject to Section 3(a), 2(a), including those which may be covered by a registration statement, and (ii) notify Acquiror's transfer agent in writing of such stop order and the restrictions on such Subject Acquiror Equity Securities under Section 3(a) 2(a) and direct Acquiror's transfer agent not to process any attempts by any Holder the Sponsor to Transfer any Subject Acquiror Equity Securities except in compliance with Section 3(a). 2(a); for the avoidance of doubt, the obligations of Acquiror under this Section 2(b) shall be deemed to be satisfied by the existence of any similar stop order and restrictions currently existing on the Subject Acquiror Equity Securities. Neither Acquiror nor Sponsor shall instruct the Escrow Agent to release any shares of Acquiror Common Stock owned by Sponsor except in accordance with the Sponsor Escrow Agreement and Section 4 of this Agreement. View More
Transfer of Shares. (c) Each Holder a. The Sponsor hereby agrees that he, she or it shall not, directly or indirectly, not (i) sell, assign, transfer (including by operation of law), place a lien on, pledge, hypothecate, grant an option to purchase, distribute, dispose of or otherwise encumber any of his, her or its Subject Acquiror Equity Securities (which for purposes of this Section 3 shall include, to the extent applicable, any shares of Acquiror Class A Common Stock acquired by such Holder in connection with t...he Domestication) or otherwise agree enter into any contract, option or other arrangement or undertaking to do any of the foregoing (each, a "Transfer"), "Transfer") or (ii) deposit any of his, her or its Subject Acquiror Equity Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any of his, her or its Subject Acquiror Equity Securities that conflicts with any of the covenants or agreements set forth in this Agreement, (iii) 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 of his, her or its Subject Acquiror Equity Securities, (iv) engage in any hedging or other transaction which is designed to, or which would (either alone or in connection with one or more circumstances, developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale, assignment, transfer or other disposition of his, her or its Subject Acquiror Equity Securities even if such Subject Acquiror Equity Securities would be disposed of by a person other than such Holder, or (v) redeem, elect to redeem or tender or submit any of its Subject Acquiror Entity Securities owned by him, her or it for redemption in connection with the consummation of the Merger and the other transactions contemplated under the Merger Agreement; provided, however, that the foregoing provisions of this Section 3(a) shall not apply to any Transfer (A) to Acquiror's officers or directors, any affiliates directors or family member of any of Acquiror's officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; Affiliates; (B) in the case of an individual, by gift to a member of one of the individual's immediate family or to any estate planning vehicle or trust, the beneficiary of which is a member of the individual's immediate family, an affiliate of such person or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; (E) by private sales or transfers made in connection with the transactions contemplated by by, and expressly permitted under, the Merger Agreement; (F) pro rata distributions from the Sponsor to its members, partners or stockholders pursuant to the Sponsor's operating agreement, (F) and (C) by virtue of the Sponsor's organizational documents upon liquidation or dissolution of the Sponsor or (G) in the event of a completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Acquiror Shares being exchanged for cash, securities or other property; provided Sponsor; provided, that any transferee of any Transfer of the type types set forth in clauses (A) through (F) (C) must enter into a written agreement in form and substance reasonably satisfactory to the Company agreeing to be bound by this Agreement prior to the occurrence of such Transfer. 2 (d) Agreement. b. In furtherance of the foregoing, Acquiror hereby agrees to (i) place a revocable stop order on all Subject Acquiror Equity Securities (which for purposes of this Section 3 shall include, to the extent applicable, any shares of Acquiror Class A Common Stock acquired by such Holder in connection with the Domestication) subject to Section 3(a), 2(a), including those which may be covered by a registration statement, and (ii) notify Acquiror's transfer agent in writing of such stop order and the restrictions on such Subject Acquiror Equity Securities under Section 3(a) 2(a) and direct Acquiror's transfer agent not to process any attempts by any Holder the Sponsor to Transfer any Subject Acquiror Equity Securities except in compliance with Section 3(a). 2(a); for the avoidance of doubt, the obligations of Acquiror under this Section 2(b) shall be deemed to be satisfied by the existence of any similar stop order and restrictions currently existing on the Subject Acquiror Equity Securities. View More
Transfer of Shares. (c) Each The Class B Holder hereby agrees that he, she or it shall not, directly or indirectly, (i) (a) sell, assign, transfer (including by operation of law), place a lien on, pledge, dispose of or otherwise encumber any of his, her or its Subject Acquiror Equity Securities (which for purposes of this Section 3 shall include, to the extent applicable, any shares of Acquiror Class A Common Stock acquired by such Holder in connection with the Domestication) or otherwise agree to do any of the for...egoing (each, a "Transfer"), (ii) (b) deposit any of his, her or its Subject Acquiror Equity Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any of his, her or its Subject Acquiror Equity Securities that conflicts with any of the covenants or agreements set forth in this Agreement, (iii) (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 of his, her or its Subject Acquiror Equity Securities, (iv) (d) redeem, elect to redeem or tender or submit any of its Subject Acquiror Entity Securities owned by it for redemption in connection with the consummation of the Merger and the other transactions contemplated under the Merger Agreement, (e) engage in any hedging or other transaction which is designed to, or which would (either alone or in connection with one or more circumstances, events, developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale, assignment, transfer sale or other disposition of his, his her or its Subject Acquiror Equity Securities even if such Subject Acquiror Equity Securities Securities, or (f) take any action that would be disposed have the effect of by a person other than such Holder, preventing or (v) redeem, elect to redeem or tender or submit any materially delaying the performance of its Subject Acquiror Entity Securities owned by him, her or it for redemption in connection with the consummation of the Merger and the other transactions contemplated under the Merger Agreement; obligations hereunder; provided, however, that the foregoing provisions of this Section 3(a) shall not apply to any Transfer (A) (i) to Acquiror's officers or directors, any affiliates or family member of any of Acquiror's officers or directors, any members or partners of the Sponsor Class B Holder or their affiliates, any affiliates of the Sponsor, Class B Holder, or any employees of such affiliates; (B) in the case of an individual, by gift to a member of one of the individual's immediate family or to any estate planning vehicle or trust, the beneficiary of which is a member of the individual's immediate family, an affiliate of such person or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; (E) (ii) by private sales or transfers made in connection with the transactions contemplated by the Merger Agreement; (F) pro rata distributions from the Sponsor to its members, partners or stockholders pursuant to the Sponsor's operating agreement, (F) and (iii) by virtue of the Sponsor's Class B Holder's organizational documents upon liquidation or dissolution of the Sponsor or (G) in the event of a completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Acquiror Shares being exchanged for cash, securities or other property; provided Class B Holder; provided, that any transferee of any Transfer of the type set forth in clauses (A) (i) through (F) (iii) must enter into a written agreement in form and substance reasonably satisfactory to the Company agreeing to be bound by this Agreement prior to the occurrence of such Transfer. 2 (d) In furtherance of the foregoing, Acquiror hereby agrees to (i) place a revocable stop order on all Subject Acquiror Equity Securities (which for purposes of this Section 3 shall include, to the extent applicable, any shares of Acquiror Class A Common Stock acquired by such Holder in connection with the Domestication) subject to Section 3(a), including those which may be covered by a registration statement, and (ii) notify Acquiror's transfer agent in writing of such stop order and the restrictions on such Subject Acquiror Equity Securities under Section 3(a) and direct Acquiror's transfer agent not to process any attempts by any Holder to Transfer any Subject Acquiror Equity Securities except in compliance with Section 3(a).View More
