Restrictions on Sale or Transfer. Other than as expressly set forth in Section 11 and the last sentence of this Section 2(b), none of EW, SAW or Aruze (nor any of their respective Permitted Transferees) shall Transfer, or permit any of their respective Affiliates to Transfer, any Shares Beneficially Owned by such Person without the prior written consent of each of the others. Notwithstanding anything to the contrary set forth in this Agreement, SAW and Aruze confirm that on August 13, 2009, each agreed that the other could sell up to two million Shares (the “Released Shares”). As of the date hereof, SAW has sold two million shares under this waiver. Accordingly, Aruze shall have the right to sell up to two million Shares free and clear of the requirements of this Agreement.
Restrictions on Sale or Transfer. The shares of vested Common Stock so received by the Grantee and any additional shares attributable thereto received by the Grantee as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to the restrictions set forth herein and may not be sold, assigned, transferred, pledged or otherwise encumbered during the Holding Period defined below, except as permitted hereby.
Restrictions on Sale or Transfer. 14.1 Sale or Transfer Defined As used in this Article, to “sell or transfer” an interest in the Company shall mean to dispose of or assign, with or without consideration, voluntarily or involuntarily, any legal or equitable interest in the Company. A sale or transfer shall include, without limitation, a sale, gift, exchange, pledge, hypothecation, encumbrance, transfer in trust, and contract or option to sell or transfer.
Restrictions on Sale or Transfer. You agree that you shall not sell, assign, pledge, encumber, hypothecate, make a gift of, exchange, dispose of, or otherwise transfer or alienate, by operation of law or otherwise (each a "transfer"), all or any part of this Option, any right to exercise this Option or any of the Shares you may acquire upon exercise of this Option (collectively, the "Securities"), except for any transfer described in, and made in accordance with (i) Section 8.(g), and (ii) one or more of the other subsections of this Section 8. Any purported transfer in violation of this Section 8 will be void, and if you try to make any purported transfer in violation of any of the terms of this Section 8, you will retain beneficial ownership of such Securities, including the right to vote any Shares you may acquire upon exercise of this Option and to receive dividends and liquidation proceeds upon such Shares, and you will continue to report the income or loss allocated to such Shares by the Company in accordance with the relevant sections of the Internal Revenue Code of 1986, as amended (the "Code"), as long as the Company is taxed as an S corporation under the Code.
Restrictions on Sale or Transfer. In addition to the transferability restrictions set forth in subsection (a) above, Participant agrees that he will not sell or transfer any shares of Common Stock to a third party unless the Corporation does not agree to purchase such shares and the Company approves the sale to a third party.
Restrictions on Sale or Transfer. The Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by Grantee during the Restricted Period. All of the Restricted Shares shall be held in book entry form with the Corporation’s transfer agent until the restrictions lapse in accordance with the conditions established in this Award, or until the shares are forfeited pursuant to such conditions. Notwithstanding the foregoing, Grantee may request that, prior to the lapse of the restrictions or forfeiture of the Restricted Shares, certificates evidencing such shares be issued in his name and delivered to him, and each such certificate shall bear the following legend: “The shares of common stock of Oriental Financial Group Inc. (the “Corporation”) evidenced by this certificate are subject to acquisition by the Corporation, and such shares may not be sold or otherwise transferred except pursuant to the provisions of the Restricted Stock Award and Agreement by and between the Corporation and the registered owner of such shares.”
Restrictions on Sale or Transfer. Subject to the provisions of this Agreement, the Shares and any interest therein, may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of during the Restricted Period. Any attempt to dispose of any Shares in contravention of the above restriction shall be null and void and without effect. The restrictions in this Section 2.4 shall lapse with respect to the Shares in accordance with the vesting schedule in Section 2.3. Upon the lapse of restrictions relating to any Shares, the Company shall, as applicable, either remove the notations on any such Shares issued in book-entry form or deliver to you or your personal representative a stock certificate representing a number of shares of Stock, free of the restrictive legend described in Section 2.2, equal to the number of Shares with respect to which such restrictions have lapsed. If certificates representing such Shares shall have theretofore been delivered to you, such certificates shall be returned to the Company, complete with any necessary signatures or instruments of transfer prior to the issuance by the Company of such unlegended Shares.
Restrictions on Sale or Transfer. (a) General Prohibition on Transfer. Until such time as the Company has successfully completed an Initial Public Offering, neither Doan, xxs Successor, or his Involuntary Transferee shall dispose of, encumber, or transfer any of the Company's Shares now owned or in the future acquired, without the Company's prior written consent and the Shares must be transferred as set forth in subparagraph (b)
Restrictions on Sale or Transfer. Subject to the provisions of this Agreement, the Shares and any interest therein, may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of during the three-year period beginning on the Date of Grant (the “Restricted Period”). Any attempt to dispose of any Shares in contravention of the above restriction shall be null and void and without effect. The restrictions in this Section 2(d) shall lapse with respect to one-third of the Shares on the first anniversary of the Date of Grant, two-thirds of the Shares on the second anniversary of the Date of Grant and all of the Shares on the third anniversary of the Date of Grant. Upon the lapse of restrictions relating to any Shares, the Company shall, as applicable, either remove the notations on any such Shares issued in book-entry form or deliver to you or your personal representative a stock certificate representing a number of shares of Common Stock, free of the restrictive legend described in Section 2(b), equal to the number of Shares with respect to which such restrictions have lapsed. If certificates representing such Shares shall have theretofore been delivered to you, such certificates shall be returned to the Company, complete with any necessary signatures or instruments of transfer prior to the issuance by the Company of such unlegended Shares.
Restrictions on Sale or Transfer. The Stockholder agrees that, during the Holding Period, the Stockholder shall not effect any Transfer or enter into any contract, option or other agreement with respect to, or consent to, any Transfer of, any or all of the Stockholder's Subject Shares; provided, however: (i) that the Stockholder may Transfer any of the Stockholder's Subject Shares to the other Stockholders and (ii) following the expiration of the Holding Period, the Stockholder may Transfer any or all of the Stockholder's Subject Shares, subject to the Right of First Refusal set forth in Section 3.1 above.
