Prohibitions on Transfer Clause Samples

Prohibitions on Transfer. Except for Permitted Transfers, no Stockholder shall, directly or indirectly, sell, assign, hypothecate, pledge, encumber or otherwise transfer to any person or entity or grant any interest in any shares of Common Stock that it owns or controls (in each case, a "Prohibited Transfer"). Any Prohibited Transfer or other transfer in violation of any provision of this Agreement shall be void and ineffectual and shall not operate to transfer any interest or title to the purported transferee.

Prohibitions on Transfer. No shares of Restricted Stock may be sold, assigned, transferred, pledged or otherwise encumbered until the expiration or termination of the Restricted Period with respect to such shares of Restricted Stock. If the participant purports to sell, assign, transfer, pledge or otherwise encumber any shares of Restricted Stock prior to the expiration of the Restricted Period applicable to such shares, such shares will immediately and automatically be forfeited to the Company.

Prohibitions on Transfer. (a) No Founder may sell, pledge, hypothecate, transfer, assign or otherwise dispose of, directly or indirectly (each a "Transfer"), any shares of Old United Class A Common to any other Person (including through the relinquishment of control of any person that holds shares of Old United Class A Common) other than to a Related Party of such Founder, provided that none of the following shall constitute a Transfer: (i) the conversion of shares of Old United Class A Common into shares of Old United Class C Common, or (ii) a transfer in connection with any merger, consolidation, statutory share exchange or similar transaction involving Old United. (b) Any Founder may Transfer shares of Old United Class A Common to a Related Party of such Founder if the Related Party undertakes in writing to be subject to each of the terms of this Agreement as though it were a Founder hereunder. (c) Any purported Transfer of shares of Old United Class A Common in violation with this Section 2 shall be void and ineffective as against both the transferring Founder or Related Party and the proposed transferee.

Prohibitions on Transfer. Each Seller acknowledges and agrees that the Video Update Shares issued to such Seller may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until the thirteen (13) month anniversary of the Closing Date except in accordance herewith.

Prohibitions on Transfer. (a) Notwithstanding any other provision of this Agreement, and in addition to any restrictions imposed by law, including, without limitation, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and except as permitted by Sections 2.3.1 and 2.5, such Stockholder shall not Transfer, including in accordance with Rule 144 under the Securities Act, any Covered Shares owned by such Stockholder, except that, at such Stockholder's election (and after having given effect to the fact that, if such Stockholder was party to the Original Stockholders Agreement as of September 17, 2003, the date of the initial public offering of the Common Stock (the "IPO"), then such Stockholder was entitled, pursuant thereto, to Transfer up to 20% of the Applicable Total Shares of such Stockholder in the IPO, plus any shares the underwriters of the IPO elected to purchase as part of the over allotment option granted to them by the stockholders of NFP): (i) during the period from and including March 15, 2004 through and including December 17, 2004, in connection with an underwritten offering of Common Stock by NFP, such Stockholder may Transfer the aggregate of any Holdover Amount plus up to 20% of the Applicable Total Shares of such Stockholder; (ii) if, during the period described in clause (i), NFP does not consummate an underwritten public offering, during the period from and including December 18, 2004 through and including September 16, 2005, subject to the provisions of any lockup agreement entered into from time to time in accordance with Section 3.7 hereof, each Stockholder may Transfer the aggregate of any Holdover Amount plus up to 20% of the Applicable Total Shares of such Stockholder; and (iii) in each period specified in the table set forth below (each such period, together with the periods referred to in clauses (i) and (ii) above, a "Transfer Period"), subject to the provisions of any lockup agreement entered into from time to time in accordance with Section 3.7 hereof, such Stockholder may Transfer the aggregate of any Holdover Amount plus the percentage of the Applicable Total Shares of such Stockholder specified in the table set forth below for such Transfer Period. -------------------------------------------------------------------------------- Transfer Period % of Applicable Total Shares -------------------------------------------------------------------------------- Sept. 17, 2005 to Sept. 16, 2006 20% -----------------------------------------------------...

Prohibitions on Transfer. Notwithstanding anything to the contrary in this Shareholders Agreement, except (i) in a public sale pursuant to a Registration Statement, (ii) as otherwise expressly permitted by this Section 2.1.3, (iii) in connection with a sale pursuant to a public tender offer, (iv) a pro rata distribution of its Class A Common Stock by Expedia Group, Inc. to its shareholders or (v) with the express prior written consent of (x) each of the Principal Shareholders and the Expedia Shareholder (acting in their individual sole discretion), for as long as such Principal Shareholder’s or Expedia Shareholder’s Percentage Interest is at least five percent (5%), and (y) for so long as the Trademark License Agreement remains in effect, Amex and each Shareholder agrees with the Company (and only with the Company) that such Shareholder (or its respective Permitted Transferees) shall not, at any time, directly or indirectly, Transfer any Shares: (a) to any Person listed in Schedule 2.1.3 of this Shareholders Agreement, their respective successors in interest and, except as expressly indicated in Schedule 2.1.3, their respective Affiliates, as such list may be modified from time to time in accordance with the provisions of this Section 2.1.3 (any such listed Person, each of their respective successors in interest and, except as expressly indicated in Schedule 2.1.3, each of their respective Affiliates shall be a “Restricted Person”); (b) to any Person that is a Bank Holding Company or “controlled” by a Bank Holding Company under the BHCA if such Transfer could reasonably be expected to result in the Company being deemed to be “controlled” by such Transferee under the BHCA; (c) if such Transfer would give rise to a divestiture requirement by or operational change with respect to the Company or create any material restraints on the Company’s operation of its and its Subsidiaries’ (including JerseyCo’s) business then conducted at the time of the proposed Transfer, including under the HSR Act or other applicable competition law, Banking Laws, Section 721 of the Defense Production Act of 1950, as amended, or any similar restraints (except to the extent of any such divestitures, operational changes and restraints to which the Company has previously agreed and is then subject); or (d) to any Person, if the Transfer of Shares to such Person would be or would reasonably be expected to be a violation of any program, regulation or rule administered or enforced by the U.S. Department of the Tre...

Prohibitions on Transfer. (a) Shareholder agrees that he shall in no event Transfer any of the Shares on or prior to the date that is one (1) year following the Closing Date without the prior written consent of Matria, except pursuant to Permitted Transfers. (b) In the event that the employment of Shareholder is terminated by Matria or MarketRing for Cause or is terminated by Shareholder for any reason within one (1) year following the Closing Date, Shareholder agrees that he will not Transfer any of the Shares on or prior to the date that is three (3) years following the Closing Date without the prior written consent of Matria, except pursuant to Permitted Transfers. (c) In the event that the employment of Shareholder is terminated by MarketRing or Matria without Cause within one (1) year following the Closing Date, Shareholder may, after the expiration of one (1) year following the Closing Date, freely Transfer any of the Shares, subject to compliance with all Securities Laws. (d) In the event that Shareholder remains employed with MarketRing or Matria on the date that is one (1) year following the Closing Date, (i) Shareholder may thereafter freely transfer up to 50% of the Shares, subject to compliance with all Securities Laws, and (ii) subject to subsections (e) and (f) below, Shareholder shall not, without the prior written consent of Matria, Transfer any Shares in excess of such amount during the two (2) year period ending on the date that is three (3) years following the Closing Date, except pursuant to Permitted Transfers. (e) In the event that the employment of Shareholder is terminated by MarketRing or Matria without Cause after the date that is one (1) year following the Closing Date, Shareholder may, following the effective date of such termination, freely Transfer any of the Shares, subject to compliance with all Securities Laws. (f) In the event that Shareholder remains employed with MarketRing or Matria on the date that is two (2) years following the Closing Date, Shareholder may thereafter freely Transfer any of the Shares, subject to compliance with all Securities Laws. (g) Following any Permitted Transfer, all restrictions and other provisions of this Agreement shall remain unaffected by such Permitted Transfer and fully applicable to all of the Shares, to the same extent as if all Shares were still held by Shareholder. Shareholder shall be jointly and severally liable for any and all actions of his Permitted Transferees which result in a breach or violation of t...

Prohibitions on Transfer. Notwithstanding anything in this Agreement to the contrary, and in addition to the restrictions on transferability set forth in Section 2 hereof, except to the extent authorized pursuant to Section 5.1 hereof, no Stockholder shall Transfer any Shares, now owned or hereafter acquired, unless prior thereto (i) the Company's attorney shall have given a written opinion that the Transfer will not have the effect of terminating the S Corporation Election and (ii) the proposed transferee shall have agreed to execute any documents necessary at any time the Company's attorney deems necessary to the continuation of such election. Any transfer of Shares in violation of this Section 5.2 shall be void.

Prohibitions on Transfer a. Prior to the repayment in full of the City Loan, the Borrower must not assign or attempt to assign the City Loan Agreement or this Note or any right therein or herein, nor make any total or partial sale, transfer, conveyance, assignment or encumbrance of the whole or any part of the Property (referred to hereinafter as a “Transfer”), without the prior written approval of the City given in the sole and absolute discretion of the City. Consent to one such transaction will not be deemed to be a waiver of the right to require consent to future or successive transactions. If consent should be given, any such transfer shall be subject to this Section 8, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein. City has consented to the recordation against the Property of a second deed of trust in favor of the Successor Agency to the Community Redevelopment Agency of the City of Palmdale (the “Successor Agency”) securing certain obligations under that certain Settlement Agreement between Borrower and Successor Agency dated as of December 16, 2020, as extended, amended and modified (the “Successor Agency Deed of Trust”). b. Proposed transferees (other than an Affiliate of Borrower) must have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the City, to fulfill Borrower’s obligations undertaken in the City Loan Agreement, this Note and the City Deed of Trust. A proposed transferee (including an Affiliate of Borrower), by instrument in writing satisfactory to the City and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the City must expressly assume all of Borrower’s obligations under the City Loan Agreement and this Note and agree to be subject to all conditions and restrictions applicable to Borrower. There must be submitted to the City for review all instruments and other legal documents proposed to affect any such transfer; and if approved by the City its approval will be indicated to Borrower in writing. If consent should be given, such transfer will be subject to this Section 8. c. In the absence of specific written agreement by the City, no unauthorized Transfer, or approval thereof by the City, will be deemed to relieve the Borrower or any other party from any obligations under the City Loan Agreement or this Note. d. In the event of a Transfer prior to the time the City Loan i...