Share Transfer Restrictions Clause Samples
A Share Transfer Restrictions clause limits or regulates the ability of shareholders to sell, transfer, or otherwise dispose of their shares in a company. Typically, this clause may require shareholders to obtain approval from the board or other shareholders before transferring shares, or it may grant existing shareholders a right of first refusal to purchase shares before they are offered to outsiders. The core purpose of this clause is to maintain control over the ownership structure of the company, prevent unwanted third parties from acquiring shares, and protect the interests of existing shareholders.
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Share Transfer Restrictions. No order ceasing or suspending trading in ----------------------------- securities of the Company nor prohibiting the sale of such securities has been issued to the Company or its directors, officers or promoters or to any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened in writing by an officer or official of a competent authority.
Share Transfer Restrictions. Before any Shares held by Holder or any transferee to whom Shares are transferred (references to “Holder” in this Section 5 include a reference to any such transferee) may be sold or otherwise transferred (including transfer by gift or operation of law), Holder must obtain the prior written consent of Founder HoldCo as defined in and set forth in the Memorandum and Articles of Association of the Company (the “Articles”), and any such transfer is subject to the rights of first refusal and co-sale rights set forth in the Articles..
Share Transfer Restrictions. The Amalco Shares shall be subject to the following restrictions on transfer: If the corporation:
(a) is not a reporting issuer or an investment fund within the meaning of applicable securities legislation; and
(b) has not distributed to the public (excluding accredited investors within the meaning of applicable securities legislation) any of its securities, then no securities in the capital of the corporation (other than non-convertible debt securities) shall be transferred without either:
(i) the previous consent of the board of directors expressed by a resolution passed by the board of directors or by an instrument or instruments in writing signed by a majority of the directors; or
(ii) the previous consent of the holders of at least 51% of the securities of that class for the time being outstanding expressed by a resolution passed by the securityholders or by an instrument or instruments in writing signed by such securityholders.
Share Transfer Restrictions. (a) Buyer and Seller agree that, without the prior written consent of Seller, Buyer will not sell, transfer or otherwise, directly or indirectly, dispose of any of the Shares prior to the second anniversary of the Closing Date; provided, however, that the restrictions on transfer set forth in this Section 4.6 shall terminate and expire upon the earlier of:
(i) the repayment in full of the Promissory Note;
(ii) Buyer no longer being a Director (other than as a result of Buyer resigning from his directorship or being removed from his directorship by an affirmative vote of the shareholders of Seller for cause); or (iii) the Continuing Directors (as defined herein) shall no longer constitute a majority of the Board of Directors of Seller.
(b) Notwithstanding anything to the contrary contained herein or in any other document executed in connection with the matters contemplated hereby, the restriction contained in Section 4.6(a) hereof shall not:
(i) prohibit Buyer from, and Buyer shall be entitled to participate in, (1) any offer made by Seller to its shareholders generally (including, without limitation, any tender or exchange offer or share repurchase program) and (2) any merger, tender offer, reorganization, share exchange, consolidation or similar transaction approved by the Board of Directors; (ii) apply to any bona fide pledge of the Shares by Buyer (it being understood that the pledgee thereunder shall remain subject to the restrictions set forth in Section 4.6(a) hereof); and (iii) apply to any transfer of the Shares to Buyer's immediate family members (including grandchildren), to any entity in which Buyer or members of his immediate family own all of the capital stock or equity interests or to or among Buyer's estate (including, without limitation, any transfer by Buyer to or among any trust, custodial or other similar accounts or funds for the benefit of Buyer or any other member of his immediate family), in each instance with such transferee (each, a "Permitted Transferee"), remaining subject to the restrictions set forth in Section 4.6(a) hereof.
(c) Buyer and Seller further acknowledge and agree that the certificate or certificates evidencing the Shares shall bear a legend reflecting the transfer restrictions set forth in this Section 4.6 for so long as such transfer restrictions shall remain in effect in accordance with the terms of this Section 4.6.
Share Transfer Restrictions. The Amalco Shares shall be subject to restrictions on transfer as set out in the Articles of Amalgamation annexed hereto as Exhibit “A”.
Share Transfer Restrictions. (a) Prior to an Exchange Listing, the Subscriber may not sell, offer for sale, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of (each, a “Transfer”) any of its Shares or its Subscription Amount unless (i) the Company provides prior written consent; (ii) the Transfer is made in accordance with applicable securities laws; and (iii) the Transfer is otherwise in compliance with the transfer restrictions set forth in clauses (A) through (C) below. No Transfer will be effectuated except by registration of the Transfer on the Company books. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the Company. Following an Exchange Listing, the Subscriber may be restricted from selling or disposing of its Shares by applicable securities laws or contractually by a lock-up agreement with the underwriters of the Exchange Listing. Transfer restrictions include:
(A) Prior to any Exchange Listing, no Transfer of the Subscriber’s Shares may be made without (1) registration of the Transfer on the Company’s books and (2) the prior written consent of the Company. For the avoidance of doubt, the Company may withhold consent if any such transfer would have adverse tax, regulatory or other consequences, including without limitation in cases where (1) the creditworthiness of the proposed transferee, as determined by the Company in its sole discretion, is not sufficient to satisfy all obligations under the Subscription Agreement or (2) the Company is not provided with evidence satisfactory to the Company in form and substance to the Company, which the Company may require to be in the form of an opinion of counsel (who may be counsel for the Company or the Subscriber) that:
(I) such Transfer would not violate the Securities Act or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Company or the Shares to be Transferred;
(II) such Transfer would not cause all or any portion of the assets of the Company to constitute “plan assets” for purposes of ERISA or Section 4975 of the Code;
(III) such Transfer will not violate any law, regulation or other governmental rule applicable to such Transfer; and
(IV) such Transfer will not (A) subject the Company, the Adviser or any of their affiliates or any officer, director or employee of the Company or the Adviser or any of their affiliates to additional regulatory requirements the compliance with which would subject the Company or such other ...
Share Transfer Restrictions. “Non-transferable Shares” means those Shares that are subject to the transfer restrictions imposed under this Section 3 which restrictions have not expired or terminated. Non-transferable Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. The restrictions imposed under this Section shall apply to all shares of the Company’s common stock or other securities issued with respect to Non-transferable Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the common stock of the Company. The transfer restrictions imposed under this Section 3 will expire as to all of the Shares indicated on Page 1 on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Non-transferable Period”):
Share Transfer Restrictions.
10.1 Pre-emptive rights on the transfer of Shares The Parties shall have the pre-emptive rights in respect of the transfer of Shares set out in this clause 10. Accordingly, a Transferor may only transfer, or attempt or offer or agree to transfer, any direct, indirect, legal or beneficial interest (whether arising at law or in equity) in any Transfer Shares in accordance with this clause 10.
Share Transfer Restrictions. Pledgor shall not sell, assign, transfer or permit to be sold, assigned or transferred any of its interests in the Companies, whether directly or indirectly.
Share Transfer Restrictions. The share transfer restrictions in the Company’s articles of association, which consist of an offering system, have in respect of the transfer of the Shares by this deed been duly observed, since all shareholders of the Company are a party to this deed and hereby waive their right pursuant to the share transfer restrictions to acquire the Shares.