Restricted Shares Sample Clauses

Restricted Shares. Purchaser understands that the Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Restricted Shares. The Company shall issue the Restricted Shares subject to the award either (a) in certificate form or (b) in book entry form, registered in your name with notations regarding the applicable restrictions on transfer imposed under this Agreement. Any certificates representing the Restricted Shares that may be delivered to you by the Company prior to vesting shall be redelivered to the Company to be held by the Company until such shares shall either have become vested or have been forfeited hereunder. Such certificates shall bear any legends the Company may determine to be necessary or advisable to comply with all applicable laws, rules, and regulations. Promptly after the vesting of any Restricted Shares hereunder (and the satisfaction of any and all related tax withholding obligations in connection with such vesting event), the Company shall, as applicable, either remove the notations on any such Restricted Shares issued in book entry form or deliver to you a certificate or certificates evidencing such Restricted Shares (or, in either case, such lesser number of shares as may result after giving effect to the provisions hereof). You (or your beneficiary or personal representative, as the case may be) shall deliver to the Company any representations or other documents or assurances as the Company or its counsel may determine to be necessary or advisable in order to ensure compliance with all applicable laws, rules, and regulations with respect to the award and the delivery of shares in respect thereof. Concurrently with the execution and delivery of this Agreement, you shall deliver to the Company an executed stock power in the form attached hereto as Exhibit B, in blank, with respect to the Restricted Shares. The Company shall not deliver any share certificates in accordance with this Agreement unless and until the Company shall have received such stock power executed by you. By your acceptance of the award, you shall be deemed to appoint, and do so appoint by execution of this Agreement, the Company and each of its authorized representatives as your attorney(s) in fact to effect any transfer of unvested forfeited shares (or shares otherwise reacquired by the Company hereunder) to the Company as may be required pursuant to the Plan or this Agreement and to execute such documents as the Company or such representatives deem necessary or advisable in connection with any such transfer. Upon the occurrence of any forfeiture of Restricted Shares pursuant to any pr...

Restricted Shares shares of the Company’s common stock (“Common Stock”), $.01 par value per share.

Restricted Shares. Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

Restricted Shares. Shareholders understand that (A) the Issuer Shares Shareholders are receiving from Issuer under this Agreement have not been registered under the Securities Act of 1933, as amended (“the Act”) or the securities laws of any state, based upon an exemption from such registration requirements pursuant to Section 4(2) of the Act; (B) the Issuer Shares are and will be “restricted securities”, as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; and (C) the Issuer Shares may not be sold or otherwise transferred unless exemptions from such registration provisions are available with respect to said resale or transfer or the shares have been registered under the Act.

Restricted Shares. Buyer acknowledges that the Shares purchased have not been registered under the Securities Act or any state securities laws, will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Act which relate to private offerings, will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings and the Buyer must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt therefrom. Buyer acknowledges that the shares shall bear restrictive legends.

Restricted Shares. The Selling Shareholders acknowledge that the Pubco Shares issued pursuant to the terms and conditions set forth in this Agreement will have such hold periods as are required under applicable securities laws and as a result may not be sold, transferred or otherwise disposed, except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case only in accordance with all applicable securities laws.

Restricted Shares. If Counterparty is unable to comply with the covenant of Counterparty contained in Section 6 above or Dealer otherwise determines in its reasonable opinion that any Shares to be delivered to Dealer by Counterparty under any Transaction may not be freely returned by Dealer to securities lenders as described in the covenant of Counterparty contained in Section 6 above, then delivery of any such Settlement Shares (the “Unregistered Settlement Shares”) shall be effected pursuant to Annex A hereto, unless waived by Dealer.

Restricted Shares. Legend All of the TALLMAN Common Shares ▇▇▇▇▇▇ to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN...