Restrictions on Transfer and Voting Sample Clauses

Restrictions on Transfer and Voting. (a) The right of the Optionee to exercise the Option shall not be assignable or transferable by the Optionee other than by will or the laws of descent and distribution, and the Option may be exercised during the lifetime of the Optionee only by him or her. The Option shall be null and void and without effect upon the bankruptcy of the Optionee or upon any attempted assignment or transfer, except as hereinabove provided, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition contrary to the provisions hereof, or levy of execution, attachment, trustee process or similar process, whether legal or equitable, upon the Option.
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Restrictions on Transfer and Voting. The Amended and Restated Articles of Incorporation of the Corporation provide that (i) the Corporation shall not issue to or for the account of an Alien any share of capital stock of the Corporation if such issuance would cause the total capital stock of the Corporation held by or voted by Aliens to exceed, in violation of the Communications Act of 1934, as amended (the "Communications Act"), 25% of (A) the total capital stock of the Corporation outstanding at any time or (B) the total voting power of all shares of such capital stock outstanding and entitled to vote at any time; and (ii) the Corporation shall not permit the transfer on its books of any capital stock to any Alien that would result in the total capital stock of the Corporation held or voted by Aliens to exceed such 25% limits in violation of the Communications Act; and (iii) no Alien or Aliens, individually or collectively, shall be entitled to vote or direct or control the vote of more than 25% of (A) the total capital stock of the Corporation outstanding at any time, or (B) the total voting power of all shares of capital stock of the Corporation outstanding and entitled to vote at any time, if to do so would violate the Communications Act. The term "Alien" means (i) a person who is a citizen of a country other than the United States; (ii) an entity organized under the laws of a government other than the government of the United States or any state, territory, or possession of the United States; (iii) a government other than the government of the United States or any state, territory, or possession of the United States; or (iv) a representative of, or an individual or entity controlled by, any of the foregoing. The Amended and Restated Articles of Incorporation also provide that the Board of Directors of the Corporation shall have all powers necessary to implement the provisions of the Amended and Restated Articles of Incorporation regarding Alien ownership and to insure compliance with the Alien ownership restrictions of the Communications Act including, without limitation, the power to prohibit the transfer of any shares of capital stock of the Corporation to any Alien, the power to redeem shares of capital stock of the Corporation determined by the Board of Directors to be owned beneficially by an Alien or Aliens and the power to take or cause to be taken such other action as it deems appropriate to implement such restrictions.
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Restrictions on Transfer and Voting. (a) The right of the Optionee to exercise the Option shall not be assignable or transferable by the Optionee other than (i) by will or the laws of descent and distribution, and the Option may be exercised during the lifetime of the Optionee only by him or her, and (ii) to a trust, partnership, limited liability company or other similar vehicle established and maintained solely for the benefit of the Optionee’s spouse and descendants (natural or adopted) provided the Optionee controls such vehicle; provided that all terms regarding termination of the Option and repurchase of the Shares issued upon exercise shall continue to apply and shall be deemed to be with reference to the Service of the original Optionee transferring the Option. The Option shall be null and void and without effect upon the bankruptcy of the Optionee or upon any attempted assignment or transfer, except as hereinabove provided, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition contrary to the provisions hereof, or levy of execution, attachment, trustee process or similar process, whether legal or equitable, upon the Option.
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Restrictions on Transfer and Voting a. As used in this Section 7, the following terms shall have the respective meanings set forth below:
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Restrictions on Transfer and Voting. The Amended and Restated Articles of Incorporation of the Corporation provide that (i) the Corporation shall not issue to or for the account of an Alien any share of capital stock of the Corporation if such issuance would cause the total capital stock of the Corporation held by or voted by Aliens to exceed, in violation of the Communications Act of 1934, as amended (the "Communications Act"), 25% of (A) the total capital stock of the Corporation outstanding at any time or (B) the total voting power of all shares of such capital stock outstanding and entitled to vote at any time; and (ii) the Corporation shall not permit the transfer on its books of any capital stock to any Alien that would result in the total capital stock of the Corporation held or voted
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Related to Restrictions on Transfer and Voting

  • Restrictions on Transfer and Pledge The Option may not be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Parent or Subsidiary, or be subject to any lien, obligation, or liability of the Optionee to any other party other than the Company or a Parent or Subsidiary. The Option is not assignable or transferable by the Optionee other than by will or the laws of descent and distribution. The Option may be exercised during the lifetime of the Optionee only by the Optionee.

  • Restrictions on Transfer (a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

  • Restrictions on Transfers (a) Except as provided in Section 4.8(e), notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed). The Partnership may issue stop transfer instructions to any Transfer Agent in order to implement any restriction on transfer contemplated by this Agreement.

  • Limitations on Transfer In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws.

  • Limitations on Transfers (a) The Participant may not direct a transfer with regard to his Participant Account's share of any Investment Option in an amount less than $500 or the Participant Account's entire share, if less than $500. If such a transfer reduces the Participant Account's remaining share of an Investment Option to less than $500, the entire remaining share shall also be transferred.

  • Other Restrictions on Transfer The restrictions on transfer contained in this Agreement are in addition to any other restrictions on transfer to which an Investor may be subject, including any restrictions on transfer contained in the Company’s certificate of incorporation, stock option or warrant agreement, stock purchase agreement or other agreement to which such Investor is a party or by which such Investor is bound or any applicable lock up rules and regulations of any national securities exchange or market or national securities association.

  • General Restrictions on Transfer (a) Each Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained in this Agreement.

  • 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, except pursuant to an Ownership Change Event, until the date on which such shares become Vested Shares, 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 Transfer, Etc Shareholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer any Owned Securities or Beneficially Owned Securities, other than any Transfer to members of Shareholder’s immediate family or a family trust of Shareholder (each a “Permitted Transferee”), but only if, in each case, prior to the effectiveness of the Transfer, the Permitted Transferee of such Owned Securities or Beneficially Owned Securities agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement) and notice of such Transfer, including the name and address of the Permitted Transferee, is delivered to Parent pursuant to Section 6.1 hereof; provided that Transfers to minor children shall be to their legal custodians who have the capacity and authority to be bound by the terms hereof on behalf of such minor children; and provided, further, that Shareholder shall remain liable for the breaches of any Permitted Transferees of the terms hereof, (ii) tender any Owned Securities or Beneficially Owned Securities into any tender or exchange offer or (iii) grant any proxy with respect to the Owned Securities or Beneficially Owned Securities, deposit the Owned Securities or Beneficially Owned Securities into a voting trust, enter into a voting agreement with respect to any of the Owned Securities or Beneficially Owned Securities or otherwise restrict the ability of Shareholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Shareholder further agrees to authorize and request Parent and the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Owned Securities or Beneficially Owned Securities (other than in respect of Transfers expressly permitted by this Section 2.3) and that this Agreement places limits on the voting of the Owned Securities or Beneficially Owned Securities.

  • Restrictions on Transfer and Exchange (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.

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