Common use of General Restrictions on Transfer Clause in Contracts

General Restrictions on Transfer. (a) Each Stockholder understands and agrees that the Stockholder’s Shares held by it on the date hereof have not been and will not be registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. Each Stockholder agrees that it shall not Transfer any Shares (or solicit any offers in respect of any Transfer of any Shares), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any other restrictions on Transfer contained in this Agreement. Prior to an Initial Public Offering, no Stockholder shall Transfer any Shares to any Person if such Transfer would result in adverse regulatory consequences to the Company.

Appears in 6 contracts

Samples: Stockholder Subscription Agreement, Stockholder Subscription Agreement, Stockholder Subscription Agreement

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General Restrictions on Transfer. (a) Each Stockholder Shareholder understands and agrees that the Stockholder’s Shares Company Securities held by it on the date hereof have not been and will not be registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunderAct. Each Stockholder agrees that it No Shareholder shall not Transfer any Shares Company Securities (or solicit any offers in respect of any Transfer of any SharesCompany Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any other restrictions on Transfer contained in this AgreementAgreement or any other provisions set forth in any other agreements or instruments pursuant to which such Company Securities were issued. Prior to an Initial Public Offering, no Stockholder No Shareholder shall Transfer any Shares to any Person Company Securities if such Transfer would result in adverse regulatory consequences cause any class of Company Securities to be required to become subject to registration under the CompanyExchange Act.

Appears in 2 contracts

Samples: Shareholders’ Agreement (OptiNose, Inc.), Shareholders’ Agreement (OptiNose, Inc.)

General Restrictions on Transfer. (a) Each Stockholder understands and agrees that the Stockholder’s Shares Company Securities held by it on the date hereof have not been and will not be registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. Each Stockholder agrees that it shall not Transfer any Shares Company Securities (or solicit any offers in respect of any Transfer of any SharesCompany Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any other restrictions on Transfer contained in this Agreement. Prior to an Initial Public Offering, no Stockholder shall Transfer any Shares Company Securities to any Person if such Transfer would result in adverse regulatory consequences to the Company, including, without limitation, obligations of the Company to file periodic reports with the SEC under the Exchange Act.

Appears in 2 contracts

Samples: Stockholders’ Agreement (Papa Murphy's Holdings, Inc.), Stockholders’ Agreement (Papa Murphy's Holdings, Inc.)

General Restrictions on Transfer. (a) Each Stockholder understands and agrees that the Stockholder’s Shares Company Securities held by it on the date hereof have not been and will not be registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunderAct. Each No Stockholder agrees that it shall not Transfer any Shares Company Securities (or solicit any offers in respect of any Transfer of any SharesCompany Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any other restrictions on Transfer contained in this AgreementAgreement or any other provisions set forth in any other agreements or instruments pursuant to which such Company Securities were issued. Prior to an Initial Public Offering, no No Stockholder shall Transfer any Shares to any Person Company Securities if such Transfer would result in adverse regulatory consequences to the Company, including, without limitation, obligations of the Company to file periodic reports with the SEC under the Exchange Act.

Appears in 1 contract

Samples: Stockholders Agreement (Fortegra Financial Corp)

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General Restrictions on Transfer. (a) Each Stockholder understands and agrees that the Stockholder’s Shares Company Securities held by it on the date hereof have not been and will not be registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. Each Stockholder agrees that it shall not Transfer any Shares Company Securities (or solicit any offers in respect of any Transfer of any SharesCompany Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any other restrictions on Transfer contained in this Agreement. Prior to an Initial Public Offering, no Stockholder shall Transfer any Shares Company Securities to any Person if such Transfer would result in adverse regulatory consequences to the Company.

Appears in 1 contract

Samples: Stockholders’ Agreement (Dave & Buster's Entertainment, Inc.)

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