Restriction on Transfer of Stock. As a condition of exercising this Option, Optionee agrees that any share of Common Stock acquired upon exercise of this Option shall not be sold, assigned, transferred or otherwise encumbered or disposed of during the Restriction Period. For purposes of this Paragraph, the Restriction Period shall begin on the Grant Date and shall end on (a) the first anniversary of the Grant Date with respect to one-fifth of the shares covered by this Option, (b) the second anniversary of the Grant Date with respect to an additional one-fifth of the shares covered by this Option, (c) the third anniversary of the Grant Date with respect to an additional one-fifth of the shares covered by this Option, (d) the fourth anniversary of the Grant Date with respect to an additional one-fifth of the shares covered by this Option, and (e) the fifth anniversary of the Grant Date with respect to an additional one-fifth of the shares covered by this Option. Notwithstanding the foregoing, prior to the end of the Restriction Period (i) the Optionee may sell a number of shares of Common Stock having a Fair Market Value sufficient to satisfy the statutory minimum of all or part of the Optionee’s aggregate federal, state and local tax obligations associated with the exercise of this Option, and (ii) shares of Common Stock acquired upon exercise of this Option may be transferred pursuant to will or the laws of descent and distribution. The Company shall not be required (i) to transfer on its books any shares that have been sold or otherwise transferred in violation of this Paragraph, or (ii) to treat as owner of such shares, or to accord the right to vote or pay dividends to, any transferee to whom shares have been sold or otherwise transferred in violation of this Paragraph. The Company shall direct its share transfer agent to place a legend on the certificates representing the Common Stock subject to such transfer restriction, or otherwise note on its records as to the restrictions on transfer set forth in this Paragraph.
Restriction on Transfer of Stock. No Shareholder shall at any time during the term of this Agreement, directly or indirectly, sell, assign, transfer, mortgage, encumber, pledge or otherwise deal with or dispose of all or any part of the shares of the Stock now owned or hereafter acquired by him, without first obtaining the written consent of the other Shareholder and HCH or, in the absence of such written consent, without first complying with the terms and conditions of this Agreement.
Restriction on Transfer of Stock. 1.1. Without the prior written consent of the Company as authorized by a disinterested majority of the Board of Directors of the Company, Investor shall not sell, make a gift of, assign, transfer or otherwise dispose of (collectively, a "Transfer") any of the Securities or any right, title or interest therein, to Suiza Foods, Inc., Reddy Ice, and their respective subsidiaries, affiliates, and successors resulting from a Business Combination. For the purposes of this Agreement, "
Restriction on Transfer of Stock. Neither Conaxx xxx Robexxxx xxxll at any time during the existence of this Agreement, directly or indirectly, sell, assign, transfer, mortgage, encumber, pledge, or 2 otherwise deal with or dispose of all or any part of the shares of stock in the Corporation now owned and hereafter acquired by him, without first complying with the terms and conditions of this Agreement. For purposes of this Agreement, shares of stock owned by a husband and wife (regardless of whether held jointly or separately) shall be considered as held by one stockholder and this Agreement shall not apply to any sale, gift, bequest or other transfer from a husband to his wife or from a wife to her husband.
Restriction on Transfer of Stock. Each Existing Stockholder agrees that, except in a transaction (or transactions) permitted by Section 1(b) or excepted or contemplated by Section 2 below, such Existing Stockholder shall not during the term of this Agreement either directly or indirectly, transfer, sell, assign, mortgage, hypothecate, pledge, create a security interest in or lien upon, encumber, donate, contribute, place in trust (excluding a voting trust), or otherwise voluntarily or involuntarily dispose of (each, a "Transfer") any of such Existing Stockholder's Stock.
Restriction on Transfer of Stock. 5.1 The Initial Issuance Shares shall be subject to certain restrictions on the sale or transfer of such shares in the public market. Seller agrees that it will not sell or attempt to sell the Initial Issuance Shares for a period of two years from the Closing Date, as defined hereafter, whether in the public market or otherwise (other than distributions of such Initial Issuance Shares by Seller to one or more of its stockholders following the Closing Date).
Restriction on Transfer of Stock. No Stockholder may sell, pledge, -------------------------------- encumber, give, bequeath, or otherwise transfer or dispose of, or permit to be sold, encumbered, attached or otherwise disposed of or transferred in any manner to any person, trust, corporation or other legal entity, whether voluntarily, involuntarily, or by operation of law, all or any portion of such Stockholder's Stock or any rights thereto, including without limitation rights to the Earn Out Stock, whether now owned or hereafter acquired, without first complying with the terms of this Agreement or obtaining the prior written consent of the Corporation. Any attempted transfer of Stock that is not in accordance with the terms of this Agreement will be invalid and will not be reflected on the Corporation's books. The Corporation and the Stockholders acknowledge that the Stock owned by the Stockholder's has been pledged to the Corporation pursuant to a Stock Pledge Agreement dated the same date as this Agreement. Upon release of the Earn Out Stock from the Escrow Agreement, it will become Stock for all purposes of this Agreement.
Restriction on Transfer of Stock. Prior to the IPO, neither party shall have the right to transfer or encumber its stock ownership in Newco without the other party's prior written consent. The stock certificates issued by Newco shall bear a legend evidencing this transfer restriction.
Restriction on Transfer of Stock. No Stockholder shall at any time during the existence of this Agreement, directly or indirectly, sell, assign, transfer, mortgage, encumber, pledge or otherwise deal with or dispose of all or any part of the shares of the Stock now owned or hereafter acquired by him, without first obtaining the written consent of the other Stockholder or, in the absence of such written consent, without first complying with the terms and conditions of this Agreement. Notwithstanding the foregoing, Xxxxx shall be permitted to transfer up to 482,400 shares of Stock to Holdings free of the restrictions set forth in this Agreement, if he is required to do so pursuant to the terms of the Agreement and Plan of Reorganization, dated September 23, 1997, by and among the parties to this Shareholders' Agreement as well as other entities.
Restriction on Transfer of Stock. A written restriction on the transfer or registration of transfer of capital stock of the Corporation, if permitted by the provisions of the DGCL, and noted conspicuously on the certificate representing such capital stock, may be enforced against the holder of the restricted capital stock of any successor or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder. Unless noted conspicuously on the certificate representing such capital stock, a restriction, even though permitted by the provisions of the DGCL, as the same may be amended and supplements, shall be ineffective except against a person with actual knowledge of the restriction. A restriction on the transfer or registration of transfer of capital stock of the Corporation may be imposed either by the Certificate or by an agreement among any number of stockholders or among such stockholders and the Corporation. No restriction so imposed shall be binding with respect to capital stock issued prior to the adoption of the restriction unless the holders of such capital stock are parties to an agreement or voted in favor of the restriction. Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restrictions are not required, all certificates representing shares of the corporation shall bear a legend on the face of the certificate, or on the reverse of the certificate if a reference to the legend is contained on the face, which reads substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.
