Common use of Prohibitions on Transfer Clause in Contracts

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.

Appears in 1 contract

Sources: Founders Agreement (New Unitedglobalcom Inc)

Prohibitions on Transfer. (a) No Founder may sell, pledge, hypothecate, transfer, assign or otherwise dispose of, directly or indirectly (each a "TransferTRANSFER"), 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 of this Section 2 3 shall be void and ineffective as against both the transferring Founder or Related Party and the proposed transferee.

Appears in 1 contract

Sources: Founders Agreement (Unitedglobalcom Inc)