General Transfer Restriction Clause Samples
A General Transfer Restriction clause limits or prohibits the transfer of rights, interests, or obligations under an agreement to third parties without prior consent. Typically, this means that a party cannot assign, sell, or otherwise transfer their stake in the contract unless the other party agrees in writing. For example, a company may be prevented from transferring its contractual rights to another business without approval. The core function of this clause is to maintain control over who is involved in the agreement, thereby protecting the parties from unwanted or unapproved changes in contractual relationships.
General Transfer Restriction. No Owner (or any party acting on behalf of an Owner) may sell or transfer any of such Owner's Units, whether now owned or later acquired, except in accordance with the terms of this Agreement or by the written consent of the Company and all of the other Owners. Any attempted sale or transfer of any Units (or any interest in any Units) that violates the terms of this Agreement shall be void and shall not be binding upon, or recognized by, the Company or the Owners.
General Transfer Restriction. Unless otherwise agreed by all of the Stockholders, any Stock Disposed by a Stockholder, other than pursuant to an Exempt Disposition, shall remain subject to all of the terms and conditions of this Agreement in the hands of any Person to whom such Stock may be Disposed and any such Person shall be required to first deliver to the Company and the Stockholders a written agreement assuming and agreeing to be bound by all of the terms and conditions of this Agreement and to be a Stockholder hereunder.
General Transfer Restriction. Except as otherwise expressly provided in this Agreement or with the written consent of all the Shareholders, no Shares shall at any time be Transferred by a Shareholder. A purported Transfer of any Shares in violation of this Agreement will not be valid and the Corporation will neither register, nor permit any transfer agent to register on the securities register of the Corporation, any such Shares purportedly Transferred in violation of this Agreement.
General Transfer Restriction. Each Stockholder covenants and agrees that such Stockholder will not, and will not permit its Affiliates to Dispose or cause the Disposition of such Stockholder's Stock or any interest therein except (i) in accordance with the terms and conditions of this Article II, (ii) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") or (iii) pursuant to any public distribution of Stock pursuant to Rule 144 of the Securities Act. The Dispositions described in the immediately preceding clauses (ii) and (iii) are sometimes collectively referred to herein as "Exempt Dispositions"). Any attempted Disposition not in accordance with the terms and conditions of this Agreement shall be null and void and of no force or effect.
General Transfer Restriction. Each Investor covenants and agrees that it will not, and it will not permit its Affiliates to, Dispose or cause the Disposition of such Investor's shares of Covered Stock or any interest therein for a period of three years after the Effective Date of this Agreement, except in accordance with the terms and conditions of this Article V; PROVIDED THAT, except for the 500,000 shares of IFX Common Stock acquired by ITI pursuant to Section 2.1 (which shares remain subject to the foregoing restrictions notwithstanding Section 7.3), ITI also may Dispose of any other shares of its Covered Stock pursuant to Section 7.3. Any attempted Disposition not in accordance with the terms and conditions of this Agreement shall be null and void and of no force or effect.
General Transfer Restriction. Each Stockholder covenants and agrees that such Stockholder will not, and will not
General Transfer Restriction. No Owner (or any party acting on behalf of an Owner) may sell or transfer any of cush Owner’s Units, whether now owned or later acquired, except in accordance with the terms of this Agreement or by the written consent of the Company and all of the other Owners. Any attempted sale or transfer of any Units (or any interest in any Units) that violates the terms of this Agreement shall be void and shall not be binding upon, or recognized by, the Company or the Owners. Sale or Transfer Defined. The phrase “sale or transfer” includes any sale, pledge, encumbrance, gift, bequest, or other transfer of any Units, whether or not the transfer would be made (i) for value, or (ii) to another Owner, or (iii) voluntarily or involuntarily or by operation of law, or (iv) during an Owner’s lifetime or upon an Owner’s death. Sale or Transfer Exception. The phrase “sale or transfer” does not include Owner’s transfer into a self-settled trust for estate planning purposes.
General Transfer Restriction. The Class A Member may not transfer its membership interest in the Company without the prior written consent of the Class B Member. The Class B Member may transfer its membership interest in the Company (or any portion thereof in accordance with Section 10.2) to any person. For purposes of this Agreement, a “transfer” includes, but is not limited to, any sale, assignment, gift, exchange, pledge, hypothecation, collateral assignment or creation of any security interest.
General Transfer Restriction. Each Founder Party agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with applicable law and the terms and conditions of this Agreement (including for the avoidance of doubt the provisions of Section 3.02 and Section 3.03). Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent or registrar not to, give any effect in the Company’s share register or equivalent documents to such attempted Transfer, and no party hereto, including the Company, shall otherwise recognize any such Transfer, sale or issuance or change in beneficial ownership of the Company. Each Founder Party further agrees not to circumvent or otherwise avoid the transfer restrictions or intent thereof set forth in this Agreement, whether by holding any Company Securities indirectly through another Person (including a holding company) or by causing or effecting, directly or indirectly, the Transfer or issuance of any Company Securities by any such Person (including a holding company), or otherwise.
General Transfer Restriction. No Owner (or any party acting on behalf of an Owner) may sell or transfer any of such Owner's Units, whether now owned or later acquired, except in accordance with the terms of this Agreement or by the written consent of the Company and all of the other Owners. Any attempted sale or transfer of any Units (or any interest in any Units) that violates the terms of this Agreement shall be void and shall not be binding upon, or recognized by, the Company or the Owners. a. Sale or Transfer Defined. The phrase "sale or transfer" includes any sale, pledge, encumbrance, gift, bequest, or other transfer of any Units, whether or not the transfer would be made (i) for value, or (ii) to another Owner, or (iii) voluntarily or involuntarily or by operation of law, or (iv) during an Owner's lifetime or upon an Owner's death.