Transfer Restrictions on Shares Clause Samples

Transfer Restrictions on Shares. Except as expressly contemplated by the Business Combination Agreement, with the prior written consent of the Company, or with respect to a Transfer (as defined below) of the type set forth in clause (A) through clause (F) below, from and after the date hereof until the Expiration Time, Stockholder hereby agrees that he, she or it shall not (i) sell, assign, transfer (including by operation of law), place a lien on, pledge, dispose of or otherwise encumber any of his, her or its shares of Company Capital Stock (or any instruments convertible into Company Capital Stock) held of record or beneficially by Stockholder as of such time (the “Subject Company Equity Securities”) or otherwise agree to do any of the foregoing (each, a “Transfer”), (ii) deposit any of his, her or its Subject Company Equity Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any of his, her or its Subject Company Equity Securities that conflicts with any of the covenants or agreements set forth in this Agreement, (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any of his, her or its Subject Company Equity Securities, (iv) engage in any hedging or other transaction which is designed to, or which would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale or disposition of his, her or its Subject Company Equity Securities or (v) take any action that would have the effect of preventing or materially delaying the performance of his, her or its obligations hereunder; provided, however, that the foregoing shall not apply to any Transfer (A) to Company officers or directors, any affiliates or family member of any of the Company’s officers or directors, or any employees of such affiliates; (B) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; (E) in ...

Transfer Restrictions on Shares. The Purchaser understands that the Company may require, as a condition to the transfer of any of the Shares, that the request for transfer be accompanied by an opinion of counsel reasonably satisfactory to the Company, to the effect that the proposed transfer does not result in a violation of the Securities Act, unless such transfer is covered by an effective registration statement or exempt from the registration requirements of the Securities Act by reason of Rule 144 or Rule 144A thereunder. It is understood that the book-entry positions evidencing the Shares may include substantially the following legend, except as provided in Section 9.3: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.”

Transfer Restrictions on Shares. If requested in writing by the underwriters for the Initial Public Offering of securities of the Company, you may not sell publicly any Shares or any other shares of Common Stock then held by you, without the consent of such underwriters, for a period of not more than 180 days following the effective date of the registration statement relating to such Initial Public Offering.

Transfer Restrictions on Shares. All shares of the common stock of each of the Company's subsidiaries are subject to restrictions on transfer imposed by the Company's credit agreement. See Exhibit 3.1-C for discussion of the Company's credit agreement. EXHIBIT 3.1-K MATERIAL ADVERSE EFFECT NYSE LISTING. The Company has been advised by the New York Stock Exchange ("NYSE") that the Company currently falls below the NYSE's continued listing standards, which require: (i) total market capitalization of not less than $50 million, and (ii) total shareholders' equity of not less than $50 million. At the market close on June 8, 2000, the Company's total market capitalization was approximately $38.7 million. On March 31, 2000, the Company's total shareholders' equity was approximately $46.1 million. In accordance with NYSE rules, the Company submitted a plan on June 9, 2000 demonstrating how the Company will attempt to comply with NYSE rules (the "PLAN"). If the Plan is accepted by NYSE's Listing and Compliance Committee, the Company will be subject to quarterly monitoring for compliance. If the Plan is not accepted, the Company will be subject to the NYSE trading suspension and delisting. Should the Company's shares cease to be traded on the NYSE, the Company will attempt to find an alternative trading venue. GLOBETROTTERS DIVISION; POSSIBLE WRITE-OFF OF NET OPERATING LOSS TAX ASSET. Since March 31, 2000, the Company has revised and shared with GVI its internal consolidated forecast, with the principal shortfall to the prior forecast being the results at its Globetrotters Vacations, Inc. subsidiary. In response to the shortfall, the Company is considering various options, including the closure of the Globetrotters subsidiary and related entities, which would entail abandoning certain assets of those entities. If this option is undertaken and the Company fails to generate taxable income during the 2000 tax year, accounting conventions may require that the Company write off certain income tax receivables resulting from net operating losses carryforwards from previous tax years that are presently recorded on the Company's books. It might also require write-offs or accelerated amortization of goodwill or other intangible assets currently on the Company's balance sheet and related restructuring expenses.

Transfer Restrictions on Shares. 4.1. The Shares may not be transferred until the later of (a) the date of vesting of such Shares as determined in accordance with Section 3, and (b) the Repayment Date (as defined below), determined in accordance with the TARP Regulations, pursuant to which: (i) Shares with respect to 25% of the Shares become transferable on the date as of which 25% of the TARP Funds have been repaid to Treasury; (ii) Shares with respect to an additional 25% of the Shares shall become transferrable on the date as of which 50% of the TARP Funds have been repaid to Treasury; (iii) Shares with respect to an additional 25% of the Shares shall become transferrable on the date as of which 75% of the TARP Funds have been repaid to Treasury; and (iv) Shares with respect to the remaining Shares shall become transferrable on the date as of which 100% of the TARP Funds have been repaid to Treasury. 4.2. Vested Shares shall become transferrable on a Repayment Date regardless of whether Grantee’s Continue Service continues as of that date. Grantee shall be entitled to keep any Shares vested at the time of the termination of Grantee’s Continuous Service, provided that such Shares shall continue to be non-transferrable until the date specified in Section 4.1. 4.3. Any Shares which vest hereunder but which otherwise remain non-transferable at the time of the Grantee’s death may be transferred pursuant to the provisions of the Grantee’s will or the laws of inheritance or to the Grantee’s designated beneficiary or beneficiaries of this Grant.

Transfer Restrictions on Shares. No GP Shareholder may Transfer any of the Shares owned by it except in order to permit the LP Unitholders to comply with the provisions of Section 2.4 of the Unitholders’ Agreement. Any attempted Transfer of Shares made in violation of this Agreement will be null and void, and the Board of Directors will not approve any Transfer of Shares made in contravention of this Agreement, and GP will not permit any such Transfer to be recorded on the securities register of GP. CDPQ hereby acknowledges having taken cognizance of the Limited Partnership Agreement and the Unitholders’ Agreement and hereby undertakes to take all actions required to ensure that CDP Investissements Inc. complies with its obligations under said Section 2.4 and paragraphs (a) and (b) of Section 2.2(7) of the Unitholders’ Agreement.

Transfer Restrictions on Shares. Notwithstanding anything contained in this Agreement to the contrary, you hereby agree with the Company that you will not sell, assign, transfer, pledge, convey or otherwise dispose of any Shares, or subject the same to any lien, encumbrance, mortgage or other security interest of any kind whatsoever, (i) so long as the Note shall be outstanding or (ii) prior to the date on which such Shares (or a portion thereof) are no longer subject to repurchase by the Company pursuant to Section 2.

Transfer Restrictions on Shares. Any Restricted Shares issued pursuant to this Agreement, and the rights and privileges conferred hereby shall not be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process, prior to the lapse of all restrictions. Upon any attempt, contrary to the terms hereof, to transfer, assign, pledge, hypothecate, or otherwise so dispose of such Shares or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment, or similar process upon such Shares or the rights and privileges hereby granted, then and in any such event this Agreement and the rights and privileges hereby granted shall immediately terminate. Immediately after such termination, such Shares shall be forfeited by the Participant.

Transfer Restrictions on Shares. The Shares and Warrant subject to ------------------------------- the Option, including the Shares issuable upon exercise of the Warrant, shall be subject to the following restrictions: