Restrictions on Transfer by Shareholders Sample Clauses

Restrictions on Transfer by Shareholders. (1) No Shareholder may Transfer any Shares except as expressly permitted by this Agreement and the Articles. In addition, the 1% Holder may not Transfer any Shares except in accordance with Article 10 and Article 11.
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Restrictions on Transfer by Shareholders. (a) If any shareholder (the "Offering Shareholder") resolves an offer to purchase or makes an offer to sell (such other having been irrevocably accepted by the offeree), any or all of the shares (the "Offered Shares") such shareholder shall before selling the offered Shares offer to sell the Offered Share for a purchase price equal to that of the offer made by it to or received by its from a third party (the "Option Price") as follows:
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Restrictions on Transfer by Shareholders. Except as otherwise expressly provided in Section 4.02, and except for the pledge or hypothecation of Shares which may now or in the future be required by persons or entities lending money to the Corporation for the operation of the Corporation, which loans shall have been approved by the Board of Directors, no Shareholder shall Transfer any Shares of the Corporation now held or hereinafter acquired by him, unless such Transfer shall have been previously approved by the other Shareholders. Any such Transfer or attempted or purported Transfer in violation of this Section 4.01 shall be null and void ab initio and a fraud upon the Corporation and the other Shareholders and may be enjoined in any court of competent jurisdiction by any Shareholder or by the Corporation. Any Shareholder making or attempting any purported Transfer in violation of this Section 4.01, notwithstanding any agreement or understanding with any such attempted or purported transferee, shall retain the right to vote the Shares and to receive dividends and liquidation proceeds from the Corporation, shall continue to be a Shareholder of the Corporation for state and federal income tax purposes and, if the Corporation shall have an election in effect to be an S Corporation, shall report such Shareholder's pro rata share of income or loss as determined by the Corporation in accordance with the Code. Without limiting the foregoing, as to Shares held in the Stock Trust, the following additional restrictions also shall apply: (i) upon Donald's death the Shares, if any, then held in the Stock Trust shall be held for the benefit of Xxxxxx (assuming Xxxxxx predeceases Xxxxxx) during her lifetime and thereafter the Shares, if any, then held in the Stock Trust shall be distributed only to Xxxxxxx (or his issue), Xxxxx (or his issue) and Xxxxx (or her issue), or any of them (or any of their issue) upon Joanne's death or the date which is ten years from Donald's death, whichever is later; (ii) Xxxxxx and Xxxxxxx are the trustees and Xxxxxxx shall be the successor trustee upon the death or Incapacity of Xxxxxx; and (iii) the Stock Trust cannot be amended without the written consent of Xxxxxxx, Xxxxx and Xxxxx if such amendment amends or modifies subparts (i) and (ii) in any material manner.
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Restrictions on Transfer by Shareholders. (1) The Investor agrees that, notwithstanding anything to the contrary contained herein, the Investor will not, directly or indirectly (including through the Transfer of equity securities of the Investor), voluntarily or involuntarily, Transfer any of its Shares without the prior written consent of Curaleaf Holdings, which consent may be withheld or conditioned in its sole and absolute discretion. The Investor agrees to ensure that all equity holders in the Investor agree in writing to be bound by the provisions of this Section 7.1(1). For the avoidance of doubt, Curaleaf Holdings may Transfer its Shares without the consent of the Investor, provided that such Transfer complies with the remaining provisions of this Agreement.
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Restrictions on Transfer by Shareholders. 11 7.3 OTHER SHAREHOLDER'S RIGHT OF FIRST OFFER...............................11 7.4
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Restrictions on Transfer by Shareholders. (a) Except as otherwise expressly provided in this Section 7, a Shareholder may not Transfer all or any part of its Shares to any Person or Persons without the prior written consent of the other Shareholder or Shareholders.
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Restrictions on Transfer by Shareholders. Except as otherwise expressly provided in Section 4.02, and except for the pledge or hypothecation of Shares which may now or in the future be required by persons or entities lending money to the Corporation for the operation of the Corporation, which loans shall have been approved by the Board of Directors, no Shareholder shall Transfer any Shares of the Corporation now held or hereinafter acquired by him, unless such Transfer shall have been previously approved by the other directors. Any such Transfer or attempted or purported Transfer in violation of this Section 4.01 shall be null and void ab initio and a fraud upon the Corporation and the other Shareholders and may be enjoined in any court of competent jurisdiction by any Shareholder or by the Corporation. Any Shareholder making or attempting any purported Transfer in violation of this Section 4.01 (other than any involuntary Transfer as described in Section 4.03), notwithstanding any agreement or understanding with any such attempted or purported transferee, shall retain the right to vote the Shares and to receive dividends and liquidation proceeds from the Corporation, shall continue to be a Shareholder of the Corporation for state and federal income tax purposes and, if the Corporation shall have an election in effect to be an S Corporation, shall report such Shareholder’s pro rata share of income or loss as determined by the Corporation in accordance with the Code.
Sample 1
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Related to Restrictions on Transfer by Shareholders

  • 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 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 Transfer; Shell Company Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates or book-entries representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

  • 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.

  • Restrictions on Transfer of Limited Partnership Interests (a) Subject to the provisions of 9.2(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

  • Restrictions on Transfer of Award This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

  • Registration Restrictions on Transfer 3 2.1 Restrictions on Transfer......................................................3

  • 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.

  • 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 Holders Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date.

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