Transfer of Shares Contract Clauses (170)

Transfer of Shares. (a) Transfer Restrictions. During the term of this Agreement, the Stockholder shall not Transfer (or cause or permit the Transfer of) any of the Shares or any rights to acquire any equity securities or equity interests of the Company, or enter into any Contract (including any option, put, call or similar arrangement) relating thereto, except with Parent's prior written consent and in Parent's sole discretion. Any Transfer (or purported Transfer) in breach of this Agreement shall be null and void... and of no force or effect. (b) Involuntary Transfer. If any involuntary Transfer of any Shares shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement in accordance with its terms. (c) Transfer of Voting Rights. During the term of this Agreement, the Stockholder shall not, and shall cause its controlled Affiliates not to, (i) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent or execute any written consent in or with respect to any or all of the Shares (other than any written consent executed in accordance with this Agreement), with any such proxy, power-of-attorney, authorization or consent purported to be granted being void ab initio, or (ii) deposit or permit the deposit of any of the Shares into a voting trust or enter into a voting agreement, understanding or arrangement or create or permit to exist any lien, adverse claim, charge, security, interest, pledge, option, proxy or any other encumbrance or restriction whatsoever on title, transfer or exercise of any rights of an equityholder with respect to any of the Shares (collectively, "Encumbrances") except for any such Encumbrances that may be imposed pursuant to this Agreement or any applicable restrictions on transfer under the Securities Act or any state securities law ("Permitted Encumbrances"). (d) Permitted Transfers. Notwithstanding the foregoing, the Stockholder may make Transfers of Shares (i) by will, (ii) by operation of Applicable Law, (iii) for estate planning purposes, (iv) for charitable purposes or as charitable gifts or donations, (v) to any of its Affiliates or (vi) to the extent necessary to (A) fund a tax liability arising from the exercise or vesting of any equity incentives in the Company held by Stockholder, including any withholding obligations, (B) effect any net settlement or (C) pay the exercise price in respect, of any such equity incentives, and in each of cases (i)-(v), the Shares shall continue to be bound by this Agreement and each transferee thereof shall agree in a writing reasonably acceptable to Parent to be bound by the terms and conditions of this Agreement. For the avoidance of doubt, if the Stockholder is not an individual, nothing in this Agreement shall restrict any direct or indirect Transfers of any equity interests in the Stockholder. Notwithstanding anything to the contrary in this Agreement, but subject to any agreement in accordance with an Election Form, at any time after the Company Stockholder Approval shall have been obtained, the Stockholder may Transfer, or enter into any contract with respect to any Transfer of, all or any portion of the Shares and, if as a result of such Transfer, the Stockholder ceases to be the record or beneficial owner of such Shares, the Stockholder shall have no obligations pursuant to this Agreement with respect to such Shares. 2 (e) Stop Transfer Instructions. At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in furtherance of this Agreement, the Stockholder hereby authorizes the Company or its counsel to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Shares (and that this Agreement places limits on the voting and transfer of the Shares), subject to the provisions hereof and provided that any such stop transfer order and notice will immediately be withdrawn and terminated by the Company following the Expiration Date and shall not apply to any Transfer permitted under Section 2(d). (f) Acquisition of Shares. In the event that the Stockholder acquires Shares (or any right or interest therein) after the execution of this Agreement, the Stockholder shall promptly deliver to Parent a written notice indicating the number of such Shares (or right or interest therein) acquired or received. View More

Transfer of Shares. a) Transfer. In full satisfaction of the Transferor's obligations under that certain Stock Pledge and Security Agreement dated December 21, 2012 pursuant to which the Transferor pledged the shares of the Borrower to the Transferee, the Transferor hereby conveys, transfers and assigns the Transferred Shares to the Transferee (or its designated assignee), and the Transferee hereby accepts such conveyance, transfer and assignment from the Transferor, upon the terms and conditions set forth in this ...Agreement. b) Title to Shares. Upon execution of this Agreement by the parties hereto, title to the Transferred Shares shall vest with the Transferee free and clear of any and all liens, claims, charges, pledges, encumbrances and security interests. 1 c) Documentation to Transfer Agent. Concurrently herewith, (i) the parties shall deliver or cause to be delivered to Guardian Register & Transfer, Inc., the Company's transfer agent (the "Transfer Agent"), an instruction letter and related documentation with respect to the cancellation of the certificate representing the Shares and the issuance of the Transferred Shares and Retained Shares, substantially in the form attached hereto as Exhibit A, and (ii) the Company shall deliver to the Transfer Agent a legal opinion, in form and substance acceptable to the Transferor, with respect to the transfer of the Shares. The parties agree to execute and deliver any and all such other instruments, documents and agreements as requested by the Transfer Agent in order to effectuate the transfer of the Shares pursuant to this Agreement. d) Retained Shares. Subject to the terms and conditions of Section 3, Transferor will retain the Retained Shares. View More

Transfer of Shares. Each Stockholder agrees that, from and after the date of this Agreement until the earlier of the receipt of the Company Shareholder Approval or the Expiration Date, such Stockholder will not, directly or indirectly, (i) sell, transfer, distribute, pledge, hypothecate, donate, assign, appoint or otherwise dispose of or encumber ("Transfer") any of such Stockholder's Subject Shares, (ii) deposit any of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with resp...ect to the Subject Shares or grant any proxy or power of attorney with respect 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 understanding with any Person (other than Parent), or take any other action, that would conflict with, restrict, limit, violate or interfere with the performance of such Stockholder's representations, warranties, covenants and obligations 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; provided that (A) the death of any Stockholder who is an individual person shall itself not be a sale, transfer or disposition of any Subject Shares prohibited by this Section 2 as long as another Stockholder or the Stockholder's estate continues to own such Subject Shares and agrees to perform such Stockholder's obligations hereunder and (B) each Stockholder may Transfer any Subject Shares to any Person for tax planning or charitable purposes or any Affiliate of the Stockholder; provided, that, such Person or Affiliate agrees in a written instrument reasonably acceptable to Parent, as a condition precedent to the Transfer and with respect to the Subject Shares so transferred, to be bound by this Agreement to the same extent as the Stockholder by the voting and transfer provisions set forth in 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 Stockholder in connection with the Merger or the transactions contemplated by the Merger Agreement. 2 3. Acquisition Proposals. No Stockholder shall, nor shall any Stockholder permit any of its representatives to, directly or indirectly, (i) solicit, initiate or knowingly facilitate (including by way of furnishing nonpublic information), induce or encourage any inquiries or the making of any proposal or offer (including any proposal or offer to the holders of Company Common Stock, other than from Parent or any of its Affiliates) that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) initiate any discussions or negotiations regarding or furnish to any Person any nonpublic information with respect to, or cooperate in any way that could otherwise reasonably be expected to lead to, any Acquisition Proposal or (iii) approve, recommend or make any public statement approving or recommending any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, and no Stockholder shall, alone or together with any other Person, make an Acquisition Proposal. If any Stockholder receives any inquiry or proposal regarding any Acquisition Proposal, such Stockholder shall promptly inform Parent of such inquiry or proposal and the details thereof. View More