Restraint on Alienation Clause Samples
A Restraint on Alienation clause restricts a party’s ability to transfer, sell, or otherwise dispose of their interest in a property or asset. In practice, this clause may prohibit the owner from selling the property without the consent of another party, or it may limit transfers to certain approved individuals or entities. The core function of this clause is to maintain control over who holds an interest in the property, thereby protecting the interests of the original owner or other stakeholders and preventing unwanted or unauthorized transfers.
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Restraint on Alienation. The Stockholder agrees that, during the period beginning from the date hereof and continuing to the earlier of (a) the end of the Stock Repurchase Period, or (b) the date the Stockholder is neither an employee nor a director of the Company, or (c) a “Change of Control”, the Stockholder will not offer, sell, contract to sell, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the Stockholder (including holding as a custodian) or with respect to which the Stockholder has beneficial ownership within the rules and regulations of the SEC (collectively, the “Stockholder’s Stock”). For the avoidance of doubt, the restriction contained in the previous sentence shall not restrict, in any way, the Stockholder’s ability to exercise any options or warrants held by or granted to the Stockholder during the Stock Repurchase Period provided that the Stockholder retains beneficial ownership of the Common Stock or restricted Common Stock underlying such options or warrants during the Stock Repurchase Period. For purpose of this Agreement, a Change of Control shall mean a transaction whereby (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote in the election of directors of the Company, (ii) the Company is a party to any merger, consolidation or similar transaction as a result of which the stockholders of the Company immediately prior to such transaction beneficially own securities of the surviving entity representing less than fifty percent (50%) of the combined voting power of the surviving entity’s outstanding securities entitled to vote in the election of directors of the surviving entity or (iii) all or substantially all of the assets of the Company are acquired by a third party.
Restraint on Alienation. If this Affordability Agreement is deemed unenforceable by virtue of its scope in terms of purpose or eligibility of Income-Qualified Persons but would be enforceable by reducing or increasing, as applicable, any part or all thereof, the same shall be enforced to the fullest extent permissible under the laws and public policies applied in the State of Arizona. PROPERTY BUYER STATE OF ARIZONA ) ) ss. County of Pima ) This instrument was acknowledged before me this day of , 2012, by PROPERTY BUYER My Commission Expires: Notary Public Pursuant to Section 3.3.2 of the foregoing Affordability Housing Restriction and Lien Agreement, PIMA COUNTY, a political subdivision of the State of Arizona, does hereby for all purposes consent and agree to the subordination of such Affordability Housing Restriction and Lien Agreement to the lien of the Purchase Money DOT, as defined therein, recorded contemporaneously herewith. Dated this day of July, 2011, PIMA COUNTY, a political subdivision of the State of Arizona By: Title: Affordable Housing Program Manager, Community Development and Neighborhood Conservation Department STATE OF ARIZONA ) )ss. COUNTY OF PIMA ) The foregoing Consent to Subordination was acknowledged before me this day of July ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the Affordable Housing Program Manager of the Community Development and Neighborhood Conservation Department of PIMA COUNTY, a political subdivision of the State of Arizona. My Commission Expires: Pima County Community and Economic Development ▇▇▇▇ ▇ ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ 1. Definitions.
Restraint on Alienation. None of your benefits, payments, proceeds or claims under this Agreement will be subject to any claim of any creditor and, in particular, the same will not be subject to attachment or garnishment or other legal process by any creditor, nor will you have any right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments of proceeds that you may expect to receive, contingently or otherwise, under this Agreement. Notwithstanding the preceding sentence, benefits that are in pay status may be subject to a garnishment or wage assignment or authorized or mandatory deductions made pursuant to a court order, a tax levy or applicable law or your elections.
Restraint on Alienation. The Stockholder agrees that, during the period beginning from the date hereof and continuing to the earlier of (a) the end of the Stock Repurchase Period, (b) October 15, 2006, (c) the date the Stockholder is neither an employee nor a director of the Company, or (d) a “Change of Control”, the Stockholder will not offer, sell, contract to sell, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the Stockholder (including holding as a custodian) or with respect to which the Stockholder has beneficial ownership within the rules and regulations of the SEC (collectively, the “Stockholder’s Stock”). For purpose of this Agreement, a Change of Control shall mean a transaction whereby (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote in the election of directors of the Company, (ii) the Company is a party to any merger, consolidation or similar transaction as a result of which the stockholders of the Company immediately prior to such transaction beneficially own securities of the surviving entity representing less than fifty percent (50%) of the combined voting power of the surviving entity’s outstanding securities entitled to vote in the election of directors of the surviving entity or (iii) all or substantially all of the assets of the Company are acquired by a third party.
Restraint on Alienation. If this Affordability Agreement is deemed unenforceable by virtue of its scope in terms of purpose or eligibility of Income-Qualified Persons but would be enforceable by reducing or increasing, as applicable, any part or all thereof, the same shall be enforced to the fullest extent permissible under the laws and public policies applied in the State of Arizona. STATE OF ARIZONA ) ) ss. County of Pima ) This instrument was acknowledged before me this day of , 2013, by My Commission Expires: Notary Public Pima County Community and Economic Development ▇▇▇▇ ▇ ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇ Tucson, AZ 85713-6223 8. Definitions.
8.1. Trustor: APPLICANT, an Arizona non-profit corporation whose mailing address is: Tucson, AZ
Restraint on Alienation. The Shareholder agrees that, during the period beginning from the date hereof and continuing to the earlier of (a) the end of the Stock Repurchase Period, (b) the date the Shareholder is neither an employee nor a director of the Company, or (c) a "Change of Control", the Shareholder will not offer, sell, contract to sell, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the Shareholder (including holding as a custodian) or with respect to which the Shareholder has beneficial ownership within the rules and regulations of the SEC (collectively. the "Shareholder's Stock"). For purpose of this Agreement, a Change of Control shall mean a transaction whereby (i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), is or becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company, (ii) the Company is a party to any merger, consolidation or similar transaction as a result of which the shareholders of the Company immediately prior to such transaction beneficially own securities of the surviving entity representing less than fifty percent (50%) of the combined voting power of the surviving entity's outstanding securities entitled to vote in the election of directors of the surviving entity or (iii) all or substantially all of the assets of the Company are acquired by a third party.