Voluntary Transfer Restrictions Clause Samples

The Voluntary Transfer Restrictions clause limits a party's ability to transfer their rights or interests under an agreement to another party without prior approval or meeting certain conditions. Typically, this clause applies to shares, partnership interests, or contractual rights, and may require the original party to obtain written consent from other stakeholders or to offer the interest to existing members before transferring to outsiders. Its core function is to maintain control over who becomes involved in the agreement or entity, thereby protecting the interests of the original parties and preventing unwanted third parties from gaining access or influence.
Voluntary Transfer Restrictions. No Class B Member shall have the right to Transfer the Member’s Class B Share. With respect to Class A Shares and Class C Shares, other than a Voluntary Transfer subject to Sections 10.10 through 10.15 of this Agreement, no Voluntary Transfer shall occur in the one (1) year period following the Effective Date, and thereafter every proposed Voluntary Transfer by a Class A Member or Class C Member shall be subject to the following provisions (unless such provisions are waived in writing by the Directors): a. Prior to such Voluntary Transfer, such Member shall first send an Offer Notice to the Company and the Remaining Members describing all of the terms of such Voluntary Transfer (the “Offer”). If any of the terms of the proposed Voluntary Transfer should change after the delivery of an Offer Notice, then such Member shall be required to promptly notify the Company of such changes, and such subsequent notice shall constitute a new Offer Notice for purposes of this Section 10.4(a). b. For a period of sixty (60) days after the date of the delivery of the Offer Notice to the Company, the Company shall have the right to Elect to purchase all or any portion of the Membership Interest that is the subject of the Offer for a price equal to the offering price specified in the Offer Notice for the Offer. The purchase price for such Membership Interest to be redeemed by the Company pursuant to acceptance of the Offer shall be payable in accordance with Section 11.2. c. The Company shall have the right to purchase all of the Membership Interest to be transferred on terms identical to the terms of the Offer Notice, other than payment terms, which shall be governed by Section 11.2, and except that the Company may at its option pay a sum of money equal in value to the total consideration to be paid. If a portion of the consideration consists of property other than cash, in determining the value of the total consideration, such property shall be given its fair market value as of the time the Company exercises its right to purchase the Membership Interest subject to the Offer, as determined by a Majority of the Directors. If the Voluntary Transfer involves the sale of an entity which indirectly owns the Membership Interest and other assets, the consideration for such sale shall be allocated between the Membership Interest and other assets by a Majority of the Directors. d. If the Company rejects the Offer, the Remaining Members shall have the remainder of the Company’s 60-da...
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Voluntary Transfer Restrictions. 5 5.1 Transfers to Non-Stockholders .......................... 6 5.2 Buy-Out Offers ......................................... 8 5.3 Two-Year Restriction ................................... 8 5.4 Transfer of Shares by FSEP IV; Rights of Inclusion .....
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Related to Voluntary Transfer Restrictions

  • Lock-up; Transfer Restrictions (a) The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of the Company’s initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. (b) Subject to the provisions set forth in paragraph 5(c), the Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or the Ordinary Shares underlying such Private Placement Warrants until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants or Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors, any affiliates or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, 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) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section [6(h)] of the Underwriting Agreement.

  • Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

  • Transfer Restriction No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

  • No Transfer Restrictions The Depositor has not created, incurred or suffered to exist any restriction on transferability of the Receivables except for the restrictions on transferability imposed by this Agreement. The transfer of the Receivables and the Receivable Files by the Depositor to the Issuer pursuant to this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

  • Transfer Restricted Securities The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.