Restrictions on Transfer of Company Securities Sample Clauses

Restrictions on Transfer of Company Securities. From and after the date of this Agreement until the Effective Date, Stockholder shall not, directly or indirectly, (a) Transfer or offer to Transfer any Company Securities, (b) tender any Company Securities in connection with any tender or exchange offer or otherwise or (c) otherwise restrict the ability of Stockholder to freely exercise all voting rights with respect to the Company Securities. Any action attempted to be taken in violation of the preceding sentence will be null and void. Nothing in this Section 6.06 shall limit or preclude Stockholder’s right to Transfer any Company Securities (x) to any Permitted Transferee solely for estate planning or charitable purposes or (y) as contemplated by Section 7.2(i) and Schedule F to the Merger Agreement to effect the Restructuring; provided that, (i) Stockholder provides at least three Business Days advance written notice to Parent of such proposed Transfer (including providing such other information and documentation related to the proposed Permitted Transferee as Parent may reasonably request), (ii) such Permitted Transferee agrees in a written agreement with Parent (in form and substance satisfactory to Parent, in its reasonable discretion) to hold such Company Securities pursuant to, and to be bound by, the terms and conditions of this Agreement as “Stockholder” hereunder, and to make each of the representations and warranties hereunder in respect of the Company Securities transferred as Stockholder has made hereunder (a “Joinder”), (iii) the Joinder shall be valid and binding in all respects on the Permitted Transferee, and (iv) Stockholder will deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Company Securities; provided, further, that, in the event that any proposed Permitted Transferee does not comply with the obligations imposed hereunder with respect to any Company Securities purported to be transferred to such Person, such transfer shall be deemed null and void ab initio.
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Restrictions on Transfer of Company Securities. (a) Notwithstanding anything to the contrary in this Section 6.3, the Partnership shall not Transfer all or any Company Securities other than at such times, to such Transferees and on such terms that would not violate the A&R IXX, without the prior written consent of the Limited Partners.
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Restrictions on Transfer of Company Securities. (a) Notwithstanding anything to the contrary in this Section 6.3, the Partnership shall not Transfer all or any Company Securities other than at such times, to such Transferees and on such terms that would not violate the IXX, without the prior written consent of the Limited Partners. Accordingly, it is agreed that prior to the first anniversary of the Closing Date, the Partnership shall not Transfer all or any of the Company Securities without the prior written consent of both the AS Partners and the TowerBrook Partners; except that the Partnership shall be allowed to Transfer Company Securities pursuant to Sections 4.5(i) and 4.5(iii) of the IXX and Section 6.3(e) of this Agreement.
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Restrictions on Transfer of Company Securities. The Advisor understands and agrees that he shall be bound any state or federal securities laws applicable to the ownership or transfer of any Company capital stock or other Company securities, including rights to acquire Company capital stock or other securities (all of the foregoing are collectively referred to herein as “Company Securities”) that may be obtained by Advisor in the course of Advisor’s provision of Services to the Company.
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Restrictions on Transfer of Company Securities 
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Related to Restrictions on Transfer of Company Securities

  • 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 of Units Until the vesting of, and lapse of the restrictions applicable to, any Units and the delivery of Shares in payment therefor, Units may not be sold, transferred, pledged, exchanged, hypothecated or disposed of by you and shall not be subject to execution, attachment or similar process.

  • Restrictions on Transfer of Option This Agreement and the Option shall not be transferable otherwise than (a) by will or by the laws of descent and distribution or (b) by gift to any Family Member of the Optionee, and the Option shall be exercisable, during the Optionee’s lifetime, solely by the Optionee, except on account of the Optionee’s Permanent and Total Disability or death, and solely by the transferee in the case of a transfer by gift to a Family Member of the Optionee.

  • Restrictions on Transfer of Restricted Shares The Restricted Shares subject to this grant may not be assigned, exchanged, pledged, sold, transferred or otherwise disposed of by Grantee, except to the Company, until the Restricted Shares have become nonforfeitable in accordance with Sections 3, 4 and 5 hereof. The Grantee’s rights with respect to such purported transfer in violation of the provisions of this Section 2 of this Agreement shall be null and void, and the purported transferee shall obtain no rights with respect to such Restricted Shares.

  • Restrictions on Transfer of RSUs Subject to Section 15 of the Plan, neither the RSUs evidenced hereby nor any interest therein or in the Common Stock underlying such RSUs shall be transferable prior to payment to the Grantee pursuant to Section 5 hereof other than by will or pursuant to the laws of descent and distribution.

  • Restrictions on Transfer of Stock The shares of Common Stock granted hereunder may not be sold, tendered, assigned, transferred, pledged or otherwise encumbered prior to the earliest of:

  • 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 of Securities The Securities are not transferable except upon the conditions specified in this Article VII, which conditions are intended to ensure compliance with the provisions of the Securities Act and state securities laws in respect of the transfer of any of such securities. Each instrument representing the Securities shall be stamped or otherwise imprinted with legends substantially in the following form until such time as the conditions set forth in such legends have been met: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER STATE LAW." The Corporation shall be entitled to enter stop transfer notices on its stock books with respect to the Securities until the conditions as set forth in the legend above with respect to the transfer of such securities have been met.

  • Restrictions on Transfer Registration Rights (a) Each holder of a Warrant agrees that prior to making any disposition or transfer of the Warrants or shares issuable upon exercise of the Warrants ("Shares"), unless a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), is in effect with regard thereto and the disposition may be effected in accordance therewith and with applicable state securities laws, the holder shall give written notice to the Company describing briefly the manner in which any such proposed disposition or transfer is to be made; and no such disposition shall be made except pursuant to an exemption from the registration requirements of all applicable federal and state securities laws.

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

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