Common use of Effectiveness of Transfers Clause in Contracts

Effectiveness of Transfers. All Shares transferred by a Stockholder (other than pursuant to an effective registration statement under the 1933 Act or pursuant to a Rule 144 transaction) shall, except as otherwise expressly stated herein, be held by the transferee thereof subject to this Agreement. Such transferee shall, except as otherwise expressly stated herein, have all the rights and be subject to all of the obligations of a Stockholder under this Agreement (as though such party had so agreed pursuant to Section 4.13) automatically and without requiring any further act by such transferee or by any parties to this Agreement. Without affecting the preceding sentence, if such transferee is not a Stockholder on the date of such transfer, then such transferee, as a condition to such transfer, shall confirm such transferee's obligations hereunder in accordance with Section 4.13. No Shares shall be transferred on the Company's books and records, and no transfer of Shares shall be otherwise effective, unless any such transfer is made in accordance with the terms and conditions of this Agreement, and the Company is hereby authorized by all of the Stockholders to enter appropriate stop transfer notations on its transfer records to give effect to this Agreement.

Appears in 2 contracts

Sources: Stockholders Agreement (Carters Inc), Stockholders Agreement (Carter Holdings Inc)

Effectiveness of Transfers. All Except as provided in the following sentence, Shares transferred by a Stockholder (other than pursuant to an effective registration statement under the 1933 Act or pursuant to a Rule 144 transaction) shall, except as otherwise expressly stated herein, shall not be held by the transferee thereof pursuant to this Agreement and shall not have the rights or be subject to the obligations of a Stockholder under this Agreement. If the transferee of Shares is an Affiliate of the transferring Stockholder on the date of such transfer, then such Shares shall be held by the transferee thereof pursuant to this Agreement. Such Any such transferee shall, except as otherwise expressly stated herein, who is an Affiliate of the transferring Stockholder shall have all the rights and be subject to all of the obligations of a Stockholder under this Agreement (as though such party had so agreed pursuant to Section 4.134.14 hereof) automatically and without requiring any further act by such transferee or by any parties to this Agreement. Without affecting the preceding sentence, if such transferee is an Affiliate of a Stockholder and such Affiliate is not already itself a Stockholder on the date of such transfer, then such transfereetransferee Affiliate, as a condition to such transfer, shall confirm such transferee's ’s obligations hereunder in accordance with Section 4.134.14 hereof. No transfers of Shares from a Stockholder to an Affiliate of such Stockholder shall be transferred recorded on the Company's ’s books and records, and no such transfer of Shares shall be otherwise effective, unless any such transfer is made in accordance with the terms and conditions of this Agreement, and the Company is hereby authorized by all of the Stockholders to enter appropriate stop transfer notations on its transfer records to give effect to this Agreement.

Appears in 1 contract

Sources: Stockholders Agreement (Bare Escentuals Inc)