Transfer of Restricted Securities Clause Samples

Transfer of Restricted Securities. (a) Restricted Securities are transferable (i) pursuant to public offerings registered under the Securities Act, (ii) pursuant to Rule 144 (except pursuant to Rule 144(k) if the Company’s shares have not become publicly traded) if such rule is available, (iii) subject to the conditions specified in paragraph (b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04. (b) In connection with the Transfer of any Restricted Securities (other than a Transfer described in subparagraph (a)(i) or (ii) above), the holder thereof will deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer, together with an opinion (reasonably acceptable in form and substance to the Company) of counsel (which may be in-house counsel) which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such Transfer of Restricted Securities may be effected without registration under the Securities Act or any applicable state securities laws, and with written confirmation from the prospective transferee of its agreement to be bound by the conditions contained in this Agreement and the other restrictions on Transfer imposed by the Securities Act or any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for a distribution of Restricted Securities by a partnership to all its partners, to a liquidating trust for the benefit of its partners, to a retired partner of such partnership who retires after the date of this Agreement, or to the estate of any such partner or retired person, by a limited liability company to its members, or by a Stockholder to an Affiliate. (c) It shall be a condit...

Transfer of Restricted Securities. Restricted Securities are transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in Section 4B below, any other legally available means of transfer.

Transfer of Restricted Securities. Management Stockholder shall not, directly or indirectly, transfer, sell, assign, pledge, offer or otherwise dispose of any interest in any Restricted Securities (a "Transfer") except pursuant to (i) Section 3.3 or Section 3.4 hereof, (ii) Section 3(a) (participation rights), Section 3(c) (permitted transfers) and Section 5 (sale of the company) of the LLC Securityholders Agreement, or (iii) a Public Sale (clauses (i) through (iii) collectively referred to herein as "Exempt Transfers"). Prior to effecting any Transfer of Restricted Securities (other than (y) to the Company, to any Other Senior Managers or to the Investors or (z) in connection with a Public Sale or Sale of the Company), Management Stockholder shall obtain from each transferee their written agreement to be bound by the provisions of Section 3 of this Agreement for the benefit of the Company, the Other Senior Managers and the Investors.

Transfer of Restricted Securities. Each Shareholder acknowledges that the Securities are restricted securities and are transferable only pursuant to: (a) an effective registration statement under the Securities Act pertaining to such securities; (b) Rule 144 of the SEC (or any similar rule or rules then in force) if such rule or rules are available; and (c) any other legally available means of transfer. In connection with the transfer of any Securities (other than a transfer described in clauses (a) or (b) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer.

Transfer of Restricted Securities. Upon a Transfer Event, in consideration for the Restricted Securities, the Designated Transferee will pay to the Holder One Thousand and 00/100 U.S. Dollars ($1,000.00) (the “Purchase Price”), delivered in immediately available funds within 30 calendar days after the Transfer of the Restricted Securities to the Designated Transferee.

Transfer of Restricted Securities. Each Purchaser agrees that it will not sell, transfer or otherwise dispose of any Note, in whole or in part, except pursuant to an effective registration statement under the Securities Act, or an exemption from registration thereunder.

Transfer of Restricted Securities. 5 8. Representations and Warranties of the Company........................ 6 8.1 Organization and Corporate Power............................ 6 8.2 Capital Stock and Related Matters........................... 6 8.3 Subsidiaries................................................ 7 8.4 Authorization; No Breach.................................... 7 8.5 Financial Statements........................................ 8 8.6 Absence of Undisclosed Liabilities.......................... 8 -i- TABLE OF CONTENTS 8.8 Absence of Certain Developments............................. 8 8.9 Assets...................................................... 9

Transfer of Restricted Securities. No holder of Restricted Securities (other than Madison Dearborn Capital Partners III, L.P. or its affiliates) shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in his Restricted Securities (a "Transfer"), except pursuant to the provisions of this paragraph 3.

Transfer of Restricted Securities. This Note and the shares of Common Stock issuable upon the conversion hereof (collectively, "Restricted Securities") are transferable only pursuant to (i) a public offering registered under the Securities Act of 1933, as amended (the "Securities Act"), (ii) Rule 144 promulgated under the Securities Act (or any similar rule then in force) if such rule is available, or (iii) any other legally available means of transfer.