Transfer Restricted Sample Clauses

Transfer Restricted. Sponsor cannot transfer the rights granted pursuant to this Agreement to any party other than to a successor to the business interest of Sponsor relating to the INVENTION, without the prior written approval of UH.

Transfer Restricted. No Shareholder Interest in the Company or Corporation owning an interest in the Company may be transferred to a Person without the prior written approval of (a) all of the Managers and (b) Shareholders holding Shares constituting at least two-thirds (66.67%) of all Shares. No Shareholder may Dispose of such Shareholder's Economic Interest in the Company evidenced by the Shares unless such Disposition is a Permitted Disposition.

Transfer Restricted. 2.1.1 No Company Securities, or any interest therein, shall be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, directly or indirectly, except in accordance with or as otherwise specifically permitted by the provisions of this Agreement or by applicable law. The Company shall not transfer upon its books and records any Company Securities purported to be transferred to any Person in violation of this Agreement. 2.1.2 In addition to each other restriction on transfer contained in this Agreement, except for Rule 144 Sales, a sale of shares in a public offering, a transfer to the Company and a sale pursuant to Section 2.3 or 2.4, no Securityholder shall sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any Company Securities, or any interest therein, to any Person (regardless of the manner in which such Securityholder initially acquired such Company Securities), unless (a) the certificates representing the securities issued to the Permitted Transferee bear a legend substantially to the following effect: "THE SECURITIES REPRESENTED HEREIN ARE SUBJECT TO THE PROVISIONS OF A SECURITYHOLDERS AGREEMENT DATED AS OF DECEMBER 11, 2002 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY) AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ENCUMBERED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SUCH SECURITYHOLDERS AGREEMENT." and (b) the Permitted Transferee shall have executed and delivered to the Company and each other Securityholder, as a condition to its acquisition of the Company Securities, a Joinder Agreement, in the form of Exhibit A hereto. 2.1.3 In addition to each other restriction on transfer contained in this Agreement, no Securityholder shall sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any Company Securities, or any interest therein, to any Person unless such sale, assignment, transfer, pledge, hypothecation or other encumbrance or disposition is pursuant to an effective registration statement under the Securities Act and under applicable state securities laws or an exemption from such registration is available. 2.1.4 Subject to Sections 2.3 and 2.4, in addition to each other restriction on transfer contained in this Agreement, no Minority Securityholder may assign, transfer or sell any Company Securities, or any interest therein, to any Person that is engaged, directly or indirectly, anywhere in th...

Transfer Restricted. Except as otherwise contemplated by this agreement, no Shareholder shall create any Encumbrance over, sell, pledge, transfer or otherwise dispose of or give any person any rights in or over any Share or interest in any Share, except with the prior written consent of the JV and the other Shareholder. Any transfer, purported transfer or attempted transfer of Shares other than in accordance with this agreement shall be void, and no such transfer shall be recorded or otherwise given any effect by the JV, and the relevant purported transferee shall not (and the purported transferor shall) be treated as the owner of such Shares for all purposes.

Transfer Restricted. This Agreement, the Licensed Technology, the Licensed Technology Derivative Work, the Documentation, the Software, and/or the License granted pursuant to this Agreement (or any interest therein) may not be Transferred without the prior written approval of the non-transferring party, which approval shall not be unreasonably or untimely withheld; provided, however, that a Transfer to an Affiliate shall not require any such approval from the non-transferring party. All other Transfers without such approval shall constitute a breach hereof and convey no rights to or interests in any of them.

Transfer Restricted. Subject to Section 4.4(c), no Shareholder may Transfer any of its Shares without the approval of the Board.

Transfer Restricted. Except as provided in this article, no Member may Transfer, either directly or indirectly, by a transfer of equity or other ownership interest in such Member, all or any portion of such Member’s Membership Units. Any sale or foreclosure of a security interest in any Membership Units will itself constitute a Transfer independent of the grant of security. Any purported Transfer that does not comply with the provisions of this article is null and void and of no force and effect whatsoever and the parties engaging in or attempting to engage in such Transfer are liable to and must indemnify and hold harmless the Company from all loss, cost, liability, and damages that the Company or any Member incurs as a result of such attempted Transfer. Any Person to whom any Membership Units (or any portion thereof) are attempted to be transferred in violation of this section is not entitled to vote on matters coming before the Members, participate in the management of the Company, act as an agent of the Company, receive allocations or distributions from the Company or have any other rights in or with respect to such Membership Units.

Transfer Restricted. 2.1.1 No shares of Common Stock or any interest therein shall be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by any Stockholder except in accordance with or as otherwise specifically permitted by the provisions of this Agreement. The Company shall not transfer upon its books and records any shares of Common Stock purported to be transferred to any Person in violation of this Agreement, and any such purported transfer shall have no force or effect. 2.1.2 In addition to each other restriction on transfer contained in this Agreement, except for Rule 144 Sales, a sale of shares in a public offering pursuant to this Agreement or a transfer to the Company, no Stockholder shall sell, assign, transfer, pledge, or otherwise encumber or dispose of any shares of Common Stock or any interest therein to any Person (regardless of the manner in which such Stockholder initially acquired such shares of Common Stock), unless (i) the certificates representing the shares issued to the transferee bear appropriate legends reflecting the restrictions on transfer contained in this

Transfer Restricted. Subject to Section 2.07 hereof, each Seller, ------------------- ------------ for itself and for its permitted transferees pursuant to this Section (all of which transferees will be made subject to the terms of this Agreement), agrees that the shares of Buyer Common Stock constituting the Equity Consideration (the "Shares") and the Buyer Notes may be sold, pledged, transferred or otherwise disposed of only under the circumstances set forth below: