Restrictions on Transfer of Common Stock Sample Clauses

Restrictions on Transfer of Common Stock. (a) In order to induce the Company to accelerate the vesting of the Options and Restricted Stock hereunder, the Employee agrees that, notwithstanding anything to the contrary in the applicable option agreement or restricted stock agreement or in the Employment Agreement, during the term of the Employee’s employment with the Company the Employee will not, without the prior written consent of the Company, offer, sell, contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Employee or any person in privity with the Employee), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to (i) any shares of Common Stock issuable upon exercise of the Options (the “Option Shares”) or (ii) any shares of Employee Stock (together with the Option Shares, the “Vested Shares”), or publicly announce an intention to effect any such transaction, for a period of five (5) years after the date of this Agreement, except as permitted by paragraphs (b) and/or (c) below.
Restrictions on Transfer of Common Stock. Each Equity Sponsor agrees that it will not transfer any or all of its common stock of New Hampshire Hydro to any other person unless such person is an Equity Sponsor or meets the requirements for being an Equity Sponsor under sections 4B or 4C or 4D or 4F hereof as of the date of such transfer and a similar transfer is made under the Equity Funding Agreement for New England Hydro.
Restrictions on Transfer of Common Stock. (a) In exchange for the award set forth in Section 2 above, the Executive agrees that, notwithstanding anything to the contrary in the Employment Agreement, during the term of the Executive’s employment with the Company the Executive will not, without the prior written consent of the Company, offer, sell, transfer, contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Executive or any person in privity with the Executive), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any shares of Vested Stock, or publicly announce an intention to effect any such transaction, for a period of three (3) years after the date of this Agreement, except to satisfy tax withholding or as otherwise permitted by paragraphs (b) below.
Restrictions on Transfer of Common Stock. (a) The Purchaser shall not, directly or indirectly, sell or transfer any Common Stock purchased under this Agreement for a period of two years after the Closing Date except as permitted by and in accordance with Section 2.1(b)and Section 2.1(c).
Restrictions on Transfer of Common Stock. (a) Notwithstanding anything to the contrary in ARTICLE IV, during the period commencing on the date hereof and ending on the date that is eighteen (18) months following the date of this Agreement (the “Lockup Period” ), Platinum shall not Transfer any shares of Common Stock Beneficially Owned or otherwise held by it other than (i) in accordance with Section 3.1(f), (ii) upon approval by each of Blackstone and ECP (each, while it owns 5% or more of the Common Stock on a fully diluted basis (calculated using the treasury stock method), and in such capacity a “Qualifying Stockholder”), (iii) in a Transfer that is part of a transaction unanimously approved by the Board or (iv) subject to Section 3.1(b), in a Transfer in which the consideration paid or payable for such shares of Common Stock equals or exceeds $8 per share as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Trigger Price”).
Restrictions on Transfer of Common Stock. 8 Section 4.01. Restrictions on Transfer of Stock......................................................... 8
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Restrictions on Transfer of Common Stock. Prior to the twelve month anniversary of the Closing Date (as defined in the Merger Agreement) and/or such later date in accordance with Section 13.5.3 of the Merger Agreement, the Purchasers shall not transfer, sell, assign, pledge, encumber or otherwise dispose of (collectively, "Transfer") their respective shares of Common Stock issued pursuant to the Offering without the prior written consent of the Company. Thereafter, Transfers, if any, of the Common Stock issued pursuant to the Offering shall be in accordance with all securities laws applicable thereto and, other than Transfers pursuant to (i) an effective registration statement or (ii) the Resale Rules (as defined below), which items (i) and (ii) shall also be in accordance with all securities laws applicable thereto, subject to the terms of this Section 7.
Restrictions on Transfer of Common Stock. Without PRAECIS' prior written consent, neither Purchaser nor any of its Affiliates will, directly or indirectly, sell, transfer, pledge or otherwise dispose of any Shares, or any interest therein, except (i) a transfer pursuant to an effective registration statement under the Securities Act; (ii) a transfer of Shares complying with Rule 144 as in effect on the date of such transfer and as applied to Purchaser and its Affiliates (but only a sale pursuant to a "brokers' transaction" as defined in clauses (i) and (ii) of paragraph (g) of Rule 144 as in effect on the date hereof); (iii) to PRAECIS, pursuant to a self-tender offer or otherwise; (iv) to an Affiliate of Purchaser (which, for purposes of this Section 4.2(iv) only, shall include any corporation or other business organization to which Purchaser shall sell all or substantially all of its assets or with which it shall be merged), provided that such Affiliate agrees in writing with PRAECIS that it will be bound by the provisions of this Agreement applicable to the Purchaser; (v) to a third party pursuant to a tender offer recommended by PRAECIS' Board of Directors; (vi) pursuant to or in connection with a merger or consolidation in which PRAECIS will be the acquired corporation, a sale or disposition of all or substantially all of PRAECIS' assets or a plan of liquidation or dissolution of PRAECIS, which, in any such case is approved by the stockholders of PRAECIS; (vii) pursuant to a bona fide pledge of the Shares to secure indebtedness for borrowed money (and not to circumvent the provisions of this Article IV) in which the pledgee agrees in writing that, upon any transfer of the Shares to such pledgee, such Shares shall remain subject to the restrictions set forth in this Agreement; or (viii) in other bona fide sales for cash made to third parties pursuant to an exemption from the registration requirements of the Securities Act if, prior to any such sale, PRAECIS shall have failed (A) to unconditionally agree in writing, within 20 days after PRAECIS' receipt of written notice from Purchaser of the proposed sale, to purchase for cash the Shares to be included in such sale at the same cash price offered by the third-party purchaser, and (B) to conclude such purchase within 45 days after PRAECIS' receipt of such written notice from Purchaser, provided however, that the provisions of this clause (viii) shall be applicable only with respect to sales and transfers made from and after
Restrictions on Transfer of Common Stock. (a) Except as otherwise provided for herein, Sponsor shall not, prior to the end of the Lock Up Period, Transfer shares of Common Stock or warrants to purchase shares of Common Stock Beneficially Owned or otherwise held by it.
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