Restrictions on Resale of Shares Sample Clauses

Restrictions on Resale of Shares. For the purpose of any transfer or sale of any Shares issuable under this Agreement whether under Rule 144 promulgated under the Securities Act, a registration statement under Form S-8 or any other basis, notwithstanding anything contained herein, the number of Shares that may be transferred or sold shall not exceed the following amounts within any three month period: (i) if the Company’s shares are quoted on the over-the-counter market, including the OTCQB, 1% of the shares of common stock outstanding as shown by the most recent SEC Report published by the Company, , or (ii) if the Company’s shares are traded on a national securities exchange, the greater of clause (i) and the average weekly reported volume of trading in the common stock on a national securities exchange during the four calendar weeks immediately preceding the transfer or sale.
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Restrictions on Resale of Shares. The Parties acknowledge and agree that the sale of the ALPP Shares issued in connection with the Closing of the Merger pursuant to the terms of this Agreement are restricted shares under rule 144, and shall be limited as follows: (i) No sales permitted during the 12 months immediately following the Closing Date; (ii) Following the lapse of the 12-month period, sales shall be limited to not more than thirty-three and one-third percent (ie, one-third) of all ALPP Shares received by such holder pursuant to this Agreement each year thereafter, and this restriction on resale may be evidenced by legend placed on any certificate representing the ALPP Shares.
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Restrictions on Resale of Shares. The Purchaser agrees that the Shares may not be offered or sold to any U.S. Person for a period of one year after the date of this Agreement and that the Shares may not be sold other than in full compliance with the requirements of, and subject to the restrictions of, Regulation S. The Company shall refuse to register any transfer of the Shares on its shareholder records unless the holder thereof can demonstrate, to the reasonable satisfaction of the Company, that the sale or other transfer of the Shares is being made in accordance with Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption to registration under the Securities Act. The certificate or certificates evidencing the Shares shall bear a restrictive legend substantially in the following form THESE SECURITIES HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE U.S.SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") PURSUANT TO REGULATION S OF THE SECURITIES AND EXCHANGE COMMISSION ("REGULATION S"). FOR A PERIOD OF ONE YEAR AFTER THE DATE THESE SECURITIES WERE ORIGINALLY ISSUED BY THE CORPORATION, THESE SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY U.S. PERSON (AS DEFINED IN REGULATION S). IN ADDITION, THESE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THE HOLDER CAN DEMONSTRATE THAT THE TRANSFER IS BEING MADE IN ACCORDANCE WITH THE REQUIREMENTS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THE ACT.
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Restrictions on Resale of Shares. “IKR BABOLNA FZE” acknowledges that an investment in the Company Shares is not liquid and is transferable only under limited conditions. “IKR BABOLNA FZE” acknowledges that such Shares may be required to be held indefinitely unless they are subsequently registered for resale under the Securities Act or an exemption from such registration is available to “IKR BABOLNA FZE”. “IKR BABOLNA FZE” is aware of the provisions of SEC Rule 144 promulgated under the Securities Act, which permits limited resale of “unregistered securities” or “restricted securities,” subject to the satisfaction of certain conditions.
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Restrictions on Resale of Shares. The Executive's right to resell Shares that the Executive purchases pursuant to the exercise of any vested Options may be restricted in accordance with applicable securities laws. The Executive should contact the Secretary of the Corporation or his legal adviser for more details concerning these restrictions.
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Restrictions on Resale of Shares. Purchasers acknowledge that an investment in the Company Shares is not liquid and is transferable only under limited conditions. Purchasers acknowledge that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchasers are aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of securities purchased in a private placement or which represent “control shares” (as defined in Rule 144) subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of the Company Shares.
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Restrictions on Resale of Shares. Capital Vario acknowledges that an investment in the Company Shares is not liquid and is transferable only under limited conditions. Capital Vario acknowledges that such Shares may be required to be held indefinitely unless they are subsequently registered for resale under the Securities Act or an exemption from such registration is available to Capital Vario. Capital Vario is aware of the provisions of SEC Rule 144 promulgated under the Securities Act, which permits limited resale of “unregistered securities” or “restricted securities,” subject to the satisfaction of certain conditions.
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Restrictions on Resale of Shares 
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Related to Restrictions on Resale of Shares

  • Restrictions on Sale of Shares Optionee represents and agrees that, upon Optionee's exercise of the Option in whole or part, unless there is in effect at that time under the Securities Act of 1933 a registration statement relating to the shares issued to him, he will acquire the shares issuable upon exercise of this Option for the purpose of investment and not with a view to their resale or further distribution, and that upon each exercise thereof Optionee will furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. Optionee agrees that any certificates issued upon exercise of this Option may bear a legend indicating that their transferability is restricted in accordance with applicable state or federal securities law. Any person or persons entitled to exercise this Option under the provisions of Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under circumstances in which Optionee would be required to furnish such a written statement, also furnish to the Company a written statement to the same effect, satisfactory to the Company in form and substance.

  • Restrictions on Resale The Awardee agrees not to sell any Shares at a time when Applicable Laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale. This restriction shall apply as long as the Awardee is a Service Provider and for such period after the Awardee's Termination of Service as the Administrator may specify.

  • Restrictions on Issuance of Shares If at any time the Board shall determine in its discretion, that listing, registration or qualification of the shares of Stock covered by the Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the exercise of the Option, the Option may not be exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board.

  • Restrictions on Resales The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

  • Restrictions on Transfer of Shares No shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Optionee), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Option Agreement, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

  • Restrictions on Shares The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

  • Restrictions on Stock i. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.

  • Restrictions on Grant of the Option and Issuance of Shares The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

  • Restrictions on Sale of Securities The Shares issued as payment for vested Restricted Stock Units under this Agreement will be registered under U.S. federal securities laws and will be freely tradable upon receipt. However, an Employee’s subsequent sale of the Shares may be subject to any market blackout-period that may be imposed by the Company and must comply with the Company’s xxxxxxx xxxxxxx policies, and any other applicable securities laws.

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

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