Restrictions on Transfer Generally Sample Clauses
Restrictions on Transfer Generally. Until the earlier of April 30, 1999, or the date upon which the Capital Amendment is filed and becomes effective with the Delaware Secretary of State (the "Exercise Date") that
(i) such holders shall not exercise, convert, sell, transfer or otherwise dispose of any Class A Common Stock or Class A Common Stock Equivalents beneficially owned by them (the "Restricted Securities"), and
(ii) Seal need not reserve any shares of Class A Common Stock for issuance in connection with such Class A Common Stock Equivalents; and (iii) they will vote their shares of Seal's capital stock in favor of the Capital Amendment. To the extent requested by Oakridge, such later undertaking will be evidenced by an irrevocable proxy in favor of such person as may hereinafter be designated by Oakridge. Notwithstanding the foregoing provisions of this Section 5.7(a), such holders may collectively exercise, sell or transfer Class A Common Stock Equivalents for not more than 100,000 shares in the aggregate prior to the Exercise Date.
Restrictions on Transfer Generally. 6.1 Transfers to be Made Only as Permitted or Required by This ---------------------------------------------------------- Agreement. The Shareholders may not, directly or indirectly, sell, assign, --------- transfer, pledge or otherwise encumber or dispose of (collectively, "transfer") any Shares, except as specifically permitted or required by this agreement or the Continuing Shareholders Agreement. Any other purported transfer shall be void and of no effect.
Restrictions on Transfer Generally. 1.1 Transfers to be Made Only as Permitted or Required by This ---------------------------------------------------------- Agreement. Until the Termination Date (as defined in section 1.3), the --------- Shareholders may not, directly or indirectly, sell, assign, transfer, pledge or otherwise encumber or dispose of (collectively, "transfer") any Shares (or options to acquire Shares), except as specifically permitted or required by this agreement, the General Shareholders Agreement, the voting trust agreement (the "Voting Trust Agreement") dated this date among the Company, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the trust established by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ under trust agreement dated December 31, 1993 ("Marvin's 1993 Trust"), the trust established by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ under trust agreement dated September 9, 1994 ("Marvin's 1994 Trust"), ▇▇▇▇▇▇ ▇▇▇▇▇▇, the trust established by Trustee under Article Fourth of the Will of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ for the benefit of ▇▇▇▇▇▇ ▇▇▇▇▇▇ and her issue under trust agreement dated September 29, 1994 ("▇▇▇ ▇▇▇▇▇▇'▇ Trust"), ▇▇▇▇▇▇ ▇▇▇▇▇▇, the trust established by ▇▇▇▇▇▇ ▇▇▇▇▇▇ under trust agreement dated September 28, 1994 ("▇▇▇ ▇▇▇▇▇▇'▇ Trust"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as voting trustee (the "Trustee"), or section 7 of the option agreement dated this date between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Any other purported transfer shall be void and of no effect.
Restrictions on Transfer Generally. No Partner shall, directly ---------------------------------- or indirectly, transfer, sell, assign, pledge, hypothecate, encumber or otherwise dispose of any Unit to any Person (any such act by a Partner being referred to as a "Transfer," and any Person acquiring a Unit being referred to as a "Transferee"), except (i) in compliance with the 1933 Act and all applicable state securities laws and (ii) as expressly permitted by this Agreement. Any attempt to Transfer any Unit not in compliance with this Agreement shall be null and void, and the Partnership shall not give effect to any such attempted Transfer.
Restrictions on Transfer Generally. 1.1 TRANSFERS TO BE MADE ONLY AS PERMITTED OR REQUIRED BY THIS AGREEMENT. For a period of six months from the date of this agreement, no Family Holder may, directly or indirectly, sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of (each, a "transfer") any shares of the Company's Common Stock without the prior written consent of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC. Thereafter, no Family Holder may, directly or indirectly, transfer any shares of the Company's Common Stock, except as specifically permitted by this agreement. The Company shall not record on its books and records any purported transfer of shares not permitted by this agreement, and any such purported transfer shall have no force or effect.
Restrictions on Transfer Generally. 18 9.2 Restrictions on Sale of Initial Shares........................ 18 SECTION 10. CONFLICT RESOLUTION........................................... 18 10.1 Negotiation Between Executives................................ 18 10.2 Mediation..................................................... 19 10.3
Restrictions on Transfer Generally. Subject to Section 9.2, no ---------------------------------- Stockholder shall sell, assign, transfer, hypothecate, encumber or otherwise dispose of any Securities, or any right, title or interest therein, except (i) in compliance with the Securities Act and all applicable state securities laws and (ii) for sales of Securities expressly permitted by and in compliance with this Agreement. Any attempt to sell, assign, transfer, hypothecate, encumber or otherwise dispose of any Securities not in compliance with this Agreement shall be null and void, and the Company shall not give effect to any such attempted transaction or transfer. Any Securities transferred pursuant to the terms and requirements of this Agreement shall be transferred free and clear of all mortgages, liens, pledges, charges and security interests or encumbrances, or any obligations or liabilities in connection therewith. Except as otherwise provided herein, all transferees (other than a transferee in a Public Market Sale) will be bound by this Agreement in the same manner and to the same extent as the transferor.
Restrictions on Transfer Generally. Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant shall not be Transferred other than to an Affiliate of the Holder, to any Bank (or an Affiliate of any Bank) or to any member of the consolidated group of Compagnie Financiere de Paribas or any officer or employee of any member of the consolidated group of Compagnie Financiere de Paribas and the related Warrant Shares shall not either be issuable to any Person other than the registered Holder, an Affiliate of such Holder, any Bank (or an Affiliate of any Bank), any member of the consolidated group of Compagnie Financiere de Paribas, or any officer or employee of any member of the consolidated group of Compagnie Financiere de Paribas, or Transferable by the registered owner thereof other to an Affiliate of the Holder, to any Bank (or an Affiliate of any Bank) or to the consolidated group of Compagnie Financiere de Paribas or any officer or employee of any member of the consolidated group of Compagnie Financiere Paribas, except upon satisfaction of the conditions specified in this Section 5.1. Such condition is intended to insure compliance with the provisions of the Securities Act in respect of the exercise of this Warrant or Transfer of this Warrant or any Warrant Shares. The registered Holder of this Warrant, and each registered owner of Warrant Shares, agrees that it will not, in each case, prior to delivery to the Company of the opinion of the counsel referred to in, and to the effect described in, Section 5.2, to the extent such opinion has been requested by the Company, or until registration under the Securities Act of this Warrant and all related Warrant Shares has become effective: (i) Transfer this Warrant other than to an Affiliate of the Holder, to any Bank (or an Affiliate of any Bank) or to any member of the consolidated group of Compagnie Financiere de Paribas or any officer or employee of any member of the consolidated group of Compagnie Financiere de Paribas; (ii) request the issuance to any Person, other than the registered Holder, an Affiliate of such Holder, any Bank (or an Affiliate of any Bank) any member of the consolidated group of Compagnie Financiere de Paribas, or any officer or employee of any member of the consolidated group of Compagnie Financiere de Paribas, of Warrant Shares issuable upon exercise of this Warrant; or (iii) Transfer other than to an Affiliate of the Holder, to any Bank (or an Affiliate of any Bank) or to any member of the con...
Restrictions on Transfer Generally. (a) No Stockholder shall Transfer any or all of such Stockholder's Shares except in accordance with this Article V.
(b) Any purported Transfer of a Stockholder's Shares, or any part thereof, although permitted under this Agreement, shall be deemed invalid, null and void, and of no force or effect, unless and until the transferee, if not already a party to this Agreement, shall have executed a counterpart to this Agreement. The Corporation covenants and agrees that it will not issue Shares to any Person that is not a signatory to this Agreement.
(c) The Corporation shall not permit the Transfer of any Shares to be made on the books of Corporation unless the Transfer is permitted by this Agreement, and is made in accordance with the terms of this Agreement. Any purported Transfer not permitted by this Agreement, or not made in accordance with the terms of this Agreement, shall be deemed invalid, null and void, and of no force or effect, the purported transferee shall have no interest in any of the Shares purported to be transferred, and the Stockholder making the purported Transfer will continue to be recognized as the owner (both legally and beneficially) of the Shares.
(d) No Stockholder shall effect a Transfer of any or all of its Shares until the Corporation has received written notice of such proposed Transfer, signed by each of the transferring Stockholder and the prospective transferee, which notice shall set forth the following information:
(i) The number of Shares to be transferred;
(ii) The identity of the transferring Stockholder;
(iii) The name of the prospective transferee and all material terms and conditions of the proposed transaction between the transferor and the prospective transferee;
(iv) A representation by the transferring Stockholder that such Stockholder is not aware of any facts or information concerning the prospective transferee that would lead a reasonable person to conclude that the prospective transferee would not be found suitable as a gaming licensee under the gaming licensing criteria of any state in which the Corporation or any of the Subsidiaries is conducting or actively seeking to conduct their respective Businesses;
(v) For so long as the Corporation is an S corporation, a representation by the transferee that such transferee is a Qualifying S Corporation Shareholder;
(vi) For so long as the Corporation is an S corporation, a representation by the transferring Stockholder that the prospective transferee will not count a...
Restrictions on Transfer Generally. Transfers of this Warrant (and the related Warrant Stock) shall be conditional upon satisfaction of the conditions specified in this Section 7. Such conditions are intended, among other things, to insure compliance with the provisions of the Securities Act in respect of the exercise of this Warrant or transfer of this Warrant. The holder of this Warrant (or the related Warrant Stock) agrees that it will not transfer this Warrant (or the related Warrant Stock) prior to delivery to the Company of the opinion of counsel referred to in Section 7(b) hereof.