Limited Restrictions on Transfer Sample Clauses

Limited Restrictions on Transfer. Prior to the Standstill Termination Date, no LIH Entity, nor any Affiliate or Associate thereof which acquires Voting Securities in accordance with the terms of this Agreement, will Transfer Beneficial Ownership of any Voting Securities to any of their respective Affiliates or Associates unless each such Person becomes a signatory to this Agreement and a party hereunder. Each LIH Entity agrees to inclusion of the following legend on certificates representing the Shares, the LIH II Shares and the LIH III Shares: The shares represented by this certificate and any transfer thereof are subject to a restriction on transfer to any Affiliate or Associate of the holder hereof as set forth in a Second Amended and Restated Governance Agreement between the holder and the Company dated as of December __, 1998, a copy of which is on file at the principal executive office of the Company. Such legend shall be placed on all certificates held by the LIH Entities during the continuance of this Agreement.
Sample 1
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Limited Restrictions on Transfer. Subject to the provisions of Sections 5.2, this Section 8.1, the Stockholders Agreement, and applicable law and FCC rules, each Purchaser may transfer Notes, any portion thereof in integral multiples of $1,000, or shares of Preferred Stock without restrictions; provided, however, that Purchasers shall not transfer Notes or shares of Preferred Stock to any applicant for or licensee of an FCC Commercial or Private Mobile Radio Service (as the terms are defined from time to time by the FCC) license within the geographical area covered by the Company's FCC Mobile Radio Service licenses, without the written consent of the Company, if as a result of such transfer the transferee would obtain the right to nominate or elect a member of the Board of Directors. As a condition to any transfer, the Company may require such certificates or opinions as it reasonably deems necessary to ensure compliance with the Securities Act and applicable state securities laws.
Sample 1
Limited Restrictions on Transfer. Prior to --------------------------------- the Standstill Termination Date, the Stockholder, and each Affiliate or Associate thereof which acquires Voting Securities in accordance with the terms of this Agreement, will not Transfer Beneficial Ownership of any Voting Securities to any of its Affiliates or Associates unless each such Person becomes a signatory to this Agreement and a "Stockholder" hereunder. The Stockholder agrees to inclusion of the following legend on certificates representing its Shares: The shares represented by this certificate and any transfer thereof are subject to a restriction on transfer to any Affiliate or Associate of the holder hereof as set forth in a Governance Agreement between the holder and the Company dated as of September 9, 1997, a copy of which is on file at the principal executive office of the Company. Such legend shall be placed on all certificates held by the Stockholder during the continuance of this Agreement.
Sample 1
Limited Restrictions on Transfer. Prior to the Standstill Termination Date, no LIH Entity, nor any Affiliate or Associate thereof which acquires Voting Securities in accordance with the terms of this Agreement, will Transfer Beneficial Ownership of any Voting Securities to any of their respective Affiliates or Associates unless each such Person becomes a signatory to this Agreement and a party hereunder. Each LIH Entity agrees to inclusion of the following legend on certificates representing the Shares and the LIH II Shares: The shares represented by this certificate and any transfer thereof are subject to a restriction on transfer to any Affiliate or Associate of the holder hereof as set forth in a Amended and Restated Governance Agreement between the holder and the Company dated as of November 25, 1997, a copy of which is on file at the principal executive office of the Company.
Sample 1
Limited Restrictions on Transfer. Prior to the Standstill Termination Date, the Stockholder, and each Affiliate or Associate thereof which acquires Voting Securities in accordance with the terms of this Agreement, will not Transfer Beneficial Ownership of any Voting Securities to any of its Affiliates or Associates unless each such Person becomes a signatory to this
Sample 1

Related to Limited Restrictions on Transfer

  • General Restrictions on Transfer (a) Each Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained in this Agreement.

  • Restrictions on Transfer (a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

  • Additional Restrictions on Transfer (a) The certificates representing shares of Executive Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE ISSUER (THE "COMPANY") AND AN EMPLOYEE OF THE COMPANY DATED AS OF MAY 16, 1997, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."

  • Registration Restrictions on Transfer 3 2.1 Restrictions on Transfer......................................................3

  • Restrictions on Transfers (a) Except as provided in Section 4.8(e), notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed). The Partnership may issue stop transfer instructions to any Transfer Agent in order to implement any restriction on transfer contemplated by this Agreement.

  • Limitations on Transfer In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws.

  • Restrictions on Transfer and Pledge The Option may not be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Parent or Subsidiary, or be subject to any lien, obligation, or liability of the Optionee to any other party other than the Company or a Parent or Subsidiary. The Option is not assignable or transferable by the Optionee other than by will or the laws of descent and distribution. The Option may be exercised during the lifetime of the Optionee only by the Optionee.

  • Restrictions on Transfer of Limited Partnership Interests (a) Subject to the provisions of 9.2(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

  • Restrictions on Transferability The Warrants and the Warrant Stock shall not be transferred, hypothecated or assigned before satisfaction of the conditions specified in this Section 9, which conditions are intended to ensure compliance with the provisions of the Securities Act with respect to the Transfer of any Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 9.

  • Investment Intent; Restrictions on Transfer (a) Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. If the Shares represented by this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation and agreement and shall not be required to furnish the Company with the foregoing written statement.

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