Common use of Restriction on Transfer of Shares Clause in Contracts

Restriction on Transfer of Shares. Except as permitted in Paragraph 2 below, Xxxxxxx covenants and agrees for himself that he shall not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or otherwise directly or indirectly dispose of or transfer the Shares (defined below), or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares (collectively, the “Restrictions”) until the earliest to occur of: (i) the consummation of a sale (in a single transaction or in a series of related transactions) of BioLargo by means of a sale of (a) a majority of the then outstanding common stock of BioLargo (whether by merger, consolidation, sale or transfer of common stock, reorganization, recapitalization or otherwise) or (b) all or substantially all of the assets of BioLargo; and (ii) the successful commercialization of BioLargo’s products or technologies as demonstrated by its receipt of at least $3,000,000 in cash, or the recognition of $3,000,000 in revenue, over a 12-month period from the sale of products and/or the license of technology; and (iii) the Company’s breach of the employment agreement between the Company and Xxxxxxx dated May 2, 2017 and resulting in Xxxxxxx’x termination.

Appears in 3 contracts

Samples: Lock Up Agreement (Biolargo, Inc.), Lock Up Agreement (Biolargo, Inc.), Lock Up Agreement (Biolargo, Inc.)

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Restriction on Transfer of Shares. Except as permitted in Paragraph 2 below, Xxxxxxx covenants and agrees for himself that he shall not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or otherwise directly or indirectly dispose of or transfer the BioLargo Shares (defined below), or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the BioLargo Shares (collectively, the “Restrictions”) until the earliest to occur of: (i) the consummation of a sale (in a single transaction or in a series of related transactions) of BioLargo by means of a sale of (a) a majority of the then outstanding common stock of BioLargo (whether by merger, consolidation, sale or transfer of common stock, reorganization, recapitalization or otherwise) or (b) all or substantially all of the assets of BioLargo; and (ii) the successful commercialization of BioLargo’s products or technologies as demonstrated by its receipt of at least $3,000,000 in cash, or the recognition of $3,000,000 in revenue, over a 12-month period from the sale of products and/or the license of technology; and (iii) the Company’s breach of the employment agreement between the Company and Xxxxxxx dated May 2, 2017 and resulting in Xxxxxxx’x termination.

Appears in 2 contracts

Samples: Employment Agreement (Biolargo, Inc.), Lock Up Agreement (Biolargo, Inc.)

Restriction on Transfer of Shares. Except as permitted in Paragraph 2 belowXxxxxxxxx 0 xxxxx, Xxxxxxx Xxxxxxxxxx covenants and agrees for himself that he shall not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or otherwise directly or indirectly dispose of or transfer the BioLargo Shares (defined below), or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the BioLargo Shares (collectively, the “Restrictions”) until the earliest to occur of: (i) the consummation of a sale (in a single transaction or in a series of related transactions) of BioLargo by means of a sale of (a) a majority of the then outstanding common stock of BioLargo (whether by merger, consolidation, sale or transfer of common stock, reorganization, recapitalization or otherwise) or (b) all or substantially all of the assets of BioLargo; and (ii) the successful commercialization of BioLargo’s products or technologies as demonstrated by its receipt of at least $3,000,000 in cash, or the recognition of $3,000,000 in revenue, over a 12-month period from the sale of products and/or the license of technology; and (iii) the Company’s breach of the employment agreement between the Company and Xxxxxxx Xxxxxxxxxx dated May 228, 2017 2019 and resulting in Xxxxxxx’x Xxxxxxxxxx’x termination.

Appears in 2 contracts

Samples: Employment Agreement (Biolargo, Inc.), Lock Up Agreement (Biolargo, Inc.)

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Restriction on Transfer of Shares. Except as permitted in Paragraph 2 below, Xxxxxxx covenants and agrees for himself that he shall not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or otherwise directly or indirectly dispose of or transfer the BioLargo Shares (defined below), or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the BioLargo Shares (collectively, the “Restrictions”) until the earliest to occur of: (i) the consummation of a sale (in a single transaction or in a series of related transactions) of BioLargo by means of a sale of (a) a majority of the then outstanding common stock of BioLargo (whether by merger, consolidation, sale or transfer of common stock, reorganization, recapitalization or otherwise) or (b) all or substantially all of the assets of BioLargo; and (ii) the successful commercialization of BioLargo’s products or technologies as demonstrated by its receipt of at least $3,000,000 in cash, or the recognition of $3,000,000 in revenue, over a 12-month period from the sale of products and/or the license of technology; and (iii) the Company’s breach of the employment agreement between the Company and Xxxxxxx dated May 2, 2017 and resulting in Xxxxxxx’x termination.

Appears in 1 contract

Samples: Lock Up Agreement (Biolargo, Inc.)

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