Common use of No Transfer Unless Registered or Exempt Clause in Contracts

No Transfer Unless Registered or Exempt. None of the Company’s securities is presently publicly traded, and the Company has made no representation, covenant or agreement as to whether there will be a public market for any of its securities. The Participant understands that he may not transfer any Incentive Units subject to the Award unless such securities are registered under the Securities Act and qualified under applicable state and foreign securities laws or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available. The Participant understands that only the Company may file a registration statement with the SEC and that the Company is under no obligation to do so with respect to the Incentive Units. The Participant has also been advised that exemptions from registration and qualification may not be available or may not permit the Participant to transfer all or any of the Incentive Units subject to the Award in the amounts or at the times proposed by him. The Participant also agrees in connection with any registration of the Company’s securities that, upon the request of the Company or the underwriters managing any public offering of the Company’s securities, the Participant will not sell or otherwise dispose of any Incentive Units (or successor securities) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) after the effective date of such registration requested by such managing underwriters and subject to all restrictions as the Company or the underwriters may specify or as may be provided in the LLC Agreement.

Appears in 4 contracts

Samples: Incentive Unit Award Agreement (ECPM Holdings, LLC), Incentive Unit Award Agreement (ECPM Holdings, LLC), Incentive Unit Award Agreement (ECPM Holdings, LLC)

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No Transfer Unless Registered or Exempt. None of the Company’s Corporation's securities is presently publicly traded, and the Company Corporation has made no representation, covenant or agreement as to whether there will be a public market for any of its securities. The Participant understands that he may not transfer any Incentive Units subject to the Award Shares unless such securities Shares are registered under the Securities Act and qualified under applicable state and foreign securities laws or unless, in the opinion of counsel to the CompanyCorporation, exemptions from such registration and qualification requirements are available. The Participant understands that only the Company Corporation may file a registration statement with the SEC and that the Company Corporation is under no obligation to do so with respect to the Incentive UnitsShares. The Participant has also been advised that exemptions from registration and qualification may not be available or may not permit the Participant to transfer all or any of the Incentive Units subject to the Award Shares in the amounts or at the times proposed by him. The Participant also agrees in connection with any registration of the Company’s Corporation's securities that, upon the request of the Company Corporation or the underwriters managing any public offering of the Company’s Corporation's securities, the Participant will not sell or otherwise dispose of any Incentive Units Shares (or successor securitiesany shares acquired pursuant to Section 22 herein) without the prior written consent of the Company Corporation or such underwriters, as the case may be, for such period of time (not to exceed 180 days) after the effective date of such registration requested by such managing underwriters and subject to all restrictions as the Company Corporation or the underwriters may specify or as may be provided in the LLC Agreementspecify.

Appears in 2 contracts

Samples: Agreement (Acorn Energy, Inc.), Stock Option Agreement (Acorn Energy, Inc.)

No Transfer Unless Registered or Exempt. None of the Company’s securities is presently publicly traded, and the Company has made no representation, covenant or agreement as to whether there will be a public market for any of its securities. The Participant understands that he may not transfer any Incentive Units subject to the Award unless such securities are registered under the Securities Act and qualified under applicable state and foreign securities laws or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available. The Participant understands that only the Company may file a registration statement with the SEC and that the Company is under no obligation to do so with respect to the Incentive Units. The Participant has also been advised that exemptions from registration and qualification may not be available or may not permit the Participant to transfer all or any of the Incentive Units subject to the Award in the amounts or at the times proposed by him. The Participant also agrees in connection with any registration of the Company’s securities that, upon the request of the Company or the underwriters managing any public offering of the Company’s securities, the Participant will not sell or otherwise dispose of any Incentive Units (or successor securities) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 [180] days) after the effective date of such registration requested by such managing underwriters and subject to all restrictions as the Company or the underwriters may specify or as may be provided in the LLC Agreement.

Appears in 2 contracts

Samples: Incentive Unit Award Agreement (ECPM Holdings, LLC), Incentive Unit Award Agreement (ECPM Holdings, LLC)

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No Transfer Unless Registered or Exempt. None of the Company’s securities is presently publicly traded, and the Company has made no representation, covenant or agreement as to whether there will be a public market for any of its securities. The Participant understands that he may not transfer any Incentive Units Shares subject to the Award unless such securities are registered under the Securities Act and qualified under applicable state and foreign securities laws or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available. The Participant understands that only the Company may file a registration statement with the SEC and that the Company is under no obligation to do so with respect to the Incentive UnitsShares. The Participant has also been advised that exemptions from registration and qualification may not be available or may not permit the Participant to transfer all or any of the Incentive Units Shares subject to the Award in the amounts or at the times proposed by him. The Participant also agrees in connection with any registration of the Company’s securities that, upon the request of the Company or the underwriters managing any public offering of the Company’s securities, the Participant will not sell or otherwise dispose of any Incentive Units Shares (or successor securities) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) after the effective date of such registration requested by such managing underwriters and subject to all restrictions as the Company or the underwriters may specify or as may be provided in the LLC Agreementspecify.

Appears in 1 contract

Samples: Consolidated Profits Interest Share Award Agreement (Rice Acquisition Corp. II)

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