No Registration of Transfer Unless Transferee is Bound. If, pursuant to any provision of this Agreement, a Shareholder Transfers any of such Shareholder's Shares to any other Person, no Transfer of such Shares shall be made nor shall be effective and no application shall be made to the Corporation or to the Corporation's transfer agent to register the Transfer, and the Corporation shall not register any such Transfer, on the securities register of the Corporation until, in the case of a Transfer contemplated by Sections 4.03, 4.04 or 4.05, the documentation referred to in those sections has been delivered, and, in the case of any other Transfer, the proposed Transferee and the Person, if any who Controls such Transferee become subject to all of the obligations of the transferor under this Agreement (in which case the proposed Transferee shall become entitled to exercise all the rights of the transferor under this Agreement) and agree to be bound by all of the provisions hereof as if they were original signatories hereto pursuant to an agreement in writing, in form and substance satisfactory to the other Parties then bound by this Agreement acting reasonably. The foregoing does not apply to a Transfer of Shares by a Shareholder and his Related Shareholders to another Shareholder pursuant to Article Six.
Appears in 2 contracts
Sources: Shareholder Agreement (Hostopia.com Inc.), Shareholder Agreement (Hostopia.com Inc.)
No Registration of Transfer Unless Transferee is Bound. If, pursuant to any provision of this Agreement, a Shareholder Transfers any of such Shareholder's Shares ’s Corporation Securities to any other Person, (i) no Transfer of such Shares Corporation Securities shall be made nor shall it be effective effective, and (ii) no application shall be made to the Corporation or to the Corporation's ’s transfer agent to register the Transfer, and the Corporation shall not not, nor shall it permit any transfer agent to, register any such Transfer, Transfer on the securities register of the Corporation until, in the case of a Transfer contemplated by Sections 4.03, 4.04 or 4.05, the documentation referred to in those sections has been delivered, and, in the case of any other Transfer, until the proposed Transferee and the Person, if any who Controls such Transferee become transferee becomes subject to (x) all of the obligations of the transferor under this Agreement (in which case the proposed Transferee transferee shall become entitled to exercise all the rights of the transferor under this Agreement) in respect of the Transferred Corporation Securities and agree (y) the rights and obligations of the transferring Shareholder under the Share Purchase Agreement, and agrees to be bound by all of the provisions hereof in respect of the Transferred Corporation Securities as if they it were an original signatories signatory hereto pursuant to to, at the Board’s election, an assumption agreement substantially in writing, the form attached as Schedule B hereto or other agreement in form and substance satisfactory to the other Parties then bound by this Agreement acting reasonablyBoard. The foregoing does not apply to a Transfer of Shares the Corporation Securities by a Shareholder and his Related Shareholders to another Shareholder Village Farms pursuant to Article Sixthis Agreement.
Appears in 1 contract
Sources: Unanimous Shareholder Agreement (Village Farms International, Inc.)