Additional Transfer Restriction Sample Clauses

The Additional Transfer Restriction clause sets out extra limitations on the transfer or assignment of rights, interests, or obligations under an agreement. In practice, this clause may prohibit parties from selling, transferring, or otherwise disposing of their contractual interests to third parties without meeting certain conditions, such as obtaining prior written consent or satisfying specific criteria. Its core function is to maintain control over who may become a party to the agreement, thereby protecting the interests of the original parties and preventing unwanted or unapproved transfers.
Additional Transfer Restriction. (a) Each Holder hereby agrees that it will not lend, encumber, offer, pledge, assign, transfer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly (“Transfer”), any Shares (as defined in Section 3.4 above) other than by means of a Permitted Transfer (as defined below), until the earlier of (i) five (5) years after the Initial Closing or (ii) the closing of the Initial Offering or Direct Listing (whichever occurs first). If any provision(s) of any agreement(s) currently in effect by and between the Company and any Holder (the “Stockholder Agreement(s)”) conflicts with this Section 4.12, this Section 4.12 shall govern, and the remaining provision(s) of the Stockholder Agreement(s) that do not conflict with this Section 4.12 shall continue in full force and effect. (b) For purposes of this Section 4.12, a “Permitted Transfer” shall include any of the following: (i) any Transfer of Shares to the Company; (ii) any Transfer by a Holder of any or all of such Holder’s Shares to such Holder’s Immediate Family (as defined below) or a trust for the benefit of such Holder or such Holder’s Immediate Family; (iii) any Transfer by a Holder of any or all of such Holder’s Shares effected pursuant to such Holder’s will or the laws of intestate succession; (iv) if a Holder is a partnership, limited liability company, corporation or other entity, any Transfer by such Holder of any or all of such Holder’s Shares to the partners, members, retired partners, retired members, stockholders, related persons and/or Affiliates (as defined in Section 1(b) above) of such Holder; provided that no Holder (except for SVF and its respective subsequent transferee(s)) may Transfer any of such Holder’s Shares to a Special Purpose Entity (as defined below) pursuant to this subsection (iv); and/or (v) any Transfer of Shares approved by the Board, which approval shall not be unreasonably withheld. With respect to the foregoing clause (v), for the avoidance of doubt, but without limiting the factors that may be considered by the Board, it will not be unreasonable for the Board to withhold approval for (i) the Transfer of Shares to a competitor of the Company, (ii) the Transfer of less than all of a transferee’s Shares or (iii) the Transfer of Shares to a party that would, after giving effect to such Transfer, hold a sufficient number of ...
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Additional Transfer Restriction. Without the consent of the members, a Member or an assignee may not Transfer his Interest if such Transfer, when aggregated with any prior Transfers, results in a sale or exchange within a 12 month period of 50% or more of the Interests within the meaning of Section 708(b) of the Code.
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Additional Transfer Restriction. Notwithstanding any other provision contained herein, without the consent of the Members, a Member or an Unadmitted Assignee may not transfer his, her or its Interest in the Company if such transfer, when aggregated with any prior transfers of Interests in the Company results in a sale or exchange within a 12-month period of 50% or more of the Interests of the Company within the meaning of Code section 708(b).
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Additional Transfer Restriction. Notwithstanding the expiration of the Initial Restricted Period or any rights to Sell earlier which may exist under the United States federal securities laws, MPR hereby agrees that without the prior written consent of the Company (which may be withheld in the Company's sole discretion), neither MPR nor any MPR Affiliate (as hereinafter defined) shall, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (collectively, "Sell") (other than to donees who agree to be similarly bound) any of the Shares, until twelve (12) months following the date of this Agreement. Thereafter, this Section 4.1 shall not restrict MPR from Selling up to one-half (1/2) of the Shares. Following the date which is twenty-four (24) months following the date of this Agreement, this Section 4.1 shall not restrict MPR from Selling up all of the Shares. Notwithstanding the foregoing, transfers solely among MPR Affiliates shall not be subject to the transfer restrictions set forth in this Section 4.1 provided the MPR Affiliate transferee agrees in writing to be bound by this Section 4.1 and any requirements of Regulation S. In order
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Related to Additional Transfer Restriction

  • Transfer Restriction No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

  • Lock-up; Transfer Restrictions (a) The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of the Company’s initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. (b) Subject to the provisions set forth in paragraph 5(c), the Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or the Ordinary Shares underlying such Private Placement Warrants until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants or Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors, any affiliates or family member of any of the Company’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 a 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 consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section [6(h)] of the Underwriting Agreement.

  • Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

  • No Transfer Restrictions The Depositor has not created, incurred or suffered to exist any restriction on transferability of the Receivables except for the restrictions on transferability imposed by this Agreement. The transfer of the Receivables and the Receivable Files by the Depositor to the Issuer pursuant to this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

  • Instructions Regarding Transfer Restrictions The Holder consents to the Company making a notation on its records and giving instructions to any transfer agent in order to implement the restrictions on transfer established in this Section 5.