Transfer of Capital Stock. If the FRANCHISEE is a corporation, then the shares of capital stock of the FRANCHISEE owned by the FRANCHISEE'S shareholders ("capital stock") may not be sold, pledged, assigned, traded, transferred or otherwise disposed of by the FRANCHISEE'S shareholders until the capital stock has been first offered to CITY LOOKS in writing under the same terms and conditions offered to any third party. In the event the FRANCHISEE'S shareholders desire to sell, assign, trade, transfer or dispose of their shares of capital stock, the FRANCHISEE'S shareholders will first offer them to CITY LOOKS in writing under the same terms and conditions as being offered to any third party. CITY LOOKS will have fifteen (15) business days within which to accept any shareholder's offer to sell, assign, trade, transfer or dispose of the capital stock. Notwithstanding the terms of this Article, the FRANCHISEE'S shareholders may bequeath, sell, assign, trade or transfer their capital stock to the other shareholders of the FRANCHISEE without first offering it to CITY LOOKS, provided that each proposed transferee shareholder who will be involved in the operations or management of the City Looks business has successfully completed CITY LOOKS' training program and has been certified by CITY LOOKS and is, in CITY LOOKS' reasonable judgment, qualified from a managerial and financial standpoint to operate the City Looks business in an economic and businesslike manner. The FRANCHISEE and the FRANCHISEE'S shareholders must provide CITY LOOKS with written notice of all such transactions, and the proposed transferee shareholders must agree to be personally liable under this Agreement and enter into a written agreement where they agree to perform all the terms and conditions contained in this Agreement. All shares of capital stock issued by the FRANCHISEE to its shareholders must bear the following legend: The shares of capital stock represented by this stock certificate are subject to a written Franchise Agreement which grants The Barbers, Hairstyling for Men & Women, Inc., the right of first refusal to purchase these shares of capital stock from the shareholder. Any person acquiring the shares of capital stock represented by this stock certificate will be subject to the terms and conditions of the Franchise Agreement between the company specified on the face of this stock certificate and The Barbers, Hairstyling for Men & Women, Inc., which includes provisions containing covenants not to compete th...
Transfer of Capital Stock. Effective on the Separation Date, MRV hereby assigns, transfers, conveys and delivers (or will cause any applicable Subsidiary to assign, transfer, convey and deliver) to Optical Access, and Optical Access hereby accepts from MRV, or the applicable MRV Subsidiary, all of MRV's and its applicable Subsidiary's right, title and interest in the capital stock of Jolt and ATC owned by MRV, or its Subsidiaries, as of even date herewith.
Transfer of Capital Stock. (a) No Party may transfer any shares of Capital Stock of the Company prior to December 21, 2007, except as contemplated by Sections 4.2, 4.3, 4.7, 4.8 or 4.9 hereof or pursuant to an offering of equity securities registered under the Securities Act by the Company. The terms and provisions of this Article 4 (other than Section 4.9) shall terminate and be of no further force and effect with respect to Capital Stock owned by any of the Parties at such time as: (i) prior to a Qualified IPO, the percentage ownership of the DLJ Parties, their Affiliates and their Permitted Transferees, of the outstanding Common Stock of the Company is less than 25% of their percentage ownership of outstanding Common Stock immediately following the purchase of Common Stock pursuant to both the 2000 SPA and the Commitment Agreement (the "DLJ Initial Position") or (ii) after a Qualified IPO, (x) with respect to Section 4.9, the closing date of the Qualified IPO, and (y) with respect to all other Sections under Article 4, the date that the "lock-up" period, as specified in lock-up letters required under Section 5.12 or otherwise (the "Contractual Lock-Up Period"), relating to the Qualified IPO terminates (the "Lock-Up Expiration Date"); provided, however, that if between the Lock-Up Expiration Date and the one year anniversary of the Qualified IPO the Company files a registration statement for which a Piggyback Registration under Section 5.2 would be available (a "Subsequent Registration"), then the terms and provisions of this Article 4 shall be in effect from date of filing of such registration statement until the expiration of the Contractual Lock-Up Period relating to such Subsequent Registration (a "Subsequent Restricted Period"); provided, further, that if such Subsequent Registration is filed pursuant to Rule 415 under the Act, the Subsequent Restricted Period shall only be applicable during any Contractual Lock-Up Period relating to such Subsequent Registration that is commenced within one year of the date of the Qualified IPO.
Transfer of Capital Stock. (a) Each Stockholder agrees with the Company and with each other Stockholder that he or it will not, directly or indirectly, Transfer any Capital Stock of the Company, any stock certificates representing the same or any voting trust certificate issued with respect to said Capital Stock, now or hereafter at any time owned by him or it, except as may be specifically permitted pursuant to this Agreement and applicable law; provided that, subject to Section 3.1(b) hereof, a Stockholder may Transfer any shares of Capital Stock held by him or it to (each such Transfer, an “Excluded Transfer”):
Transfer of Capital Stock. (a) Capital Stock or any interest therein may not be sold, transferred, assigned, pledged or otherwise disposed of (a "Transfer") other than in compliance with this Section 2. At least 45 days prior to any Transfer of Capital Stock, the transferring Stockholder shall deliver a written notice (a "Sale Notice") to the Company and the other Stockholders specifying the number of shares of Capital Stock to be transferred (the "Offered Shares") and the prospective transferees, and disclosing in reasonable detail the price, which shall be payable solely in cash, and other terms and conditions of the proposed Transfer.
Transfer of Capital Stock. 7 2.2 Consideration for Capital Stock. . . . . . . . . . . . . . . 7 2.3 Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 2.4
Transfer of Capital Stock. Upon the terms and subject to the conditions contained herein, Sellers will sell, convey, transfer, assign and deliver to Buyer, and Buyer will acquire on the Closing Date, no less than 90% of the shares of Capital Stock (the "Sale").
Transfer of Capital Stock. Shareholder has the full right, power and authority to transfer the IGXUK Shares to be sold by Shareholder to Purchaser pursuant to this Agreement, and upon, consummation of the transactions contemplated by this Agreement, Purchaser will acquire the IGXUK Shares free and clear of all covenants, conditions, restrictions, voting trust arrangements, liens, claims, charges, encumbrances, options or rights of any other kind. Shareholder has good and marketable title to the IGXUK Shares to be sold to Purchaser by Shareholder pursuant to this Agreement free of all covenants, conditions, restrictions, voting trust arrangements, liens, claims, charges, encumbrances, options or rights of any other kind.
Transfer of Capital Stock. (a) No Party other than the Company (which shall be subject to the preemptive rights set forth in Section 3.7) may Transfer any shares of Capital Stock of the Company, except as contemplated by Sections 4.2, 4.3, 4.7, 4.8 or 4.9 hereof or pursuant to an offering of equity securities registered under the Securities Act by the Company. The terms and provisions of this Article 4 shall terminate and be of no further force and effect with respect to Capital Stock owned by any of the Parties at such time as: (i) prior to a Qualified IPO, the percentage ownership of the Xxxxxxx Parties and their Affiliates of the outstanding Common Stock of the Company is less than 25% of their percentage ownership of outstanding Common Stock as of the date hereof (the “Xxxxxxx Initial Position”) or (ii) after a Qualified IPO, (x) with respect to Section 4.8 and Section 4.9, the closing date of the Qualified IPO, and (y) with respect to all other Sections under Article 4, the date that the “lock-up” period, as specified in lock-up letters required under Section 5.12 or otherwise (the “Contractual Lock-Up Period”), relating to the Qualified IPO terminates (the “Lock-Up Expiration Date”).
Transfer of Capital Stock. Subject to this Section 2, Stockholder shall not Transfer any of its Capital Stock at any time without the prior written consent of the Board. Notwithstanding the restrictions set forth in the immediately preceding sentence, but subject to Sections 2.2, 2.3 and 2.4, the following Transfers are permitted without the consent of the Board: (i) any Transfer of Capital Stock to the Company, a Genstar Party or any Affiliate thereof, (ii) any Transfer of Capital Stock by Stockholder who is a natural Person to a member of such transferor’s Family Group, provided that Stockholder retains the sole and exclusive right to vote and dispose of any Capital Stock so transferred, (iii) any Transfer of Capital Stock pursuant to applicable laws of descent and distribution, including to executors and administrators, (iv) any Transfer of Capital Stock pursuant to a Public Offering or pursuant to Rule 144 of the Securities Act, and (v) any other Transfer completed in compliance with Section 3 hereof, each such Transfer, a “Permitted Transfer” and each such transferee, a “Permitted Transferee”). Any attempt to Transfer any Capital Stock not in compliance with this Agreement shall be null and void and neither the Company nor any transfer agent shall give any effect in the Company’s stock records to such attempted Transfer.
