Restrictions on Transfer of Registrable Securities Sample Clauses

Restrictions on Transfer of Registrable Securities. The Holder agrees that he will not sell or transfer any of the Registrable Securities for a period of two years from the Effective Date of any registration statement in which such Registrable Securities are included without the prior written consent of Xxxxxx Xxxx Securities Group, Inc.
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Restrictions on Transfer of Registrable Securities. As a condition -------------------------------------------------- precedent to the inclusion of any Holder's Registrable Securities in a registration statement under Section 2.2 or 2.3 hereof, such Holder shall be required to execute a "lockup" agreement, in form and substance acceptable to the Company, providing that for the Lockup Period (as defined below) applicable to such registration statement, such Holder shall not, directly or indirectly, by operation of law or otherwise, sell, donate, transfer, assign, exchange, encumber, pledge, alienate or otherwise dispose of all or any part of such Holder's Registrable Securities so registered. Any Holder not executing such a "lockup" agreement shall not be entitled to registration rights hereunder. The "Lockup Period" shall mean (i) one hundred eighty (180) days after the effective date of a registration statement filed on or before ninety (90) days from the date of this Agreement, and (ii) ninety (90) days after the effective date of a registration statement filed on or after ninety-one (91) days from the date of this Agreement.
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Restrictions on Transfer of Registrable Securities. Notwithstanding anything to the contrary contained herein, except in the case of (i) a transfer to the Company or (ii) a Public Offering, prior to transferring any Registrable Securities to any Person (including, without limitation, by operation of Law), the transferring holder will cause the prospective transferee to execute and deliver to the Company a Joinder agreeing to be bound by the terms of this Agreement. Any transfer or attempted transfer of any Registrable Securities in violation of any provision of this Agreement will be void, and the Company will not record such transfer on its books or treat any purported transferee of such Registrable Securities as the owner thereof for any purpose.
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Restrictions on Transfer of Registrable Securities. Notwithstanding any other provision of this Agreement and without prejudice to any other rights or remedies the Company may have with respect to the Investor, if the Investor transfers any Registrable Securities, or any interest therein, in violation of Section 5.3 of the Subscription Agreement, the obligations of the Company under this Section 2.1 shall terminate with respect to such Registrable Securities.
Sample 1
Restrictions on Transfer of Registrable Securities. As a condition -------------------------------------------------- precedent to the inclusion of any Holder's Registrable Securities in a registration statement under Section 2.2 or 2.3 hereof, such Holder shall be required to execute a "lockup" agreement, in form and substance acceptable to the Company, providing that for the Lockup Period (as defined below) applicable to such registration statement, such Holder shall not, directly or
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Restrictions on Transfer of Registrable Securities. Infinity agrees to the following contractual restrictions (which shall be in addition to any restrictions on transfer imposed by applicable securities laws) on any Transfer of the Registrable Securities:
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Restrictions on Transfer of Registrable Securities. The Shareholder acknowledges that the Registrable Securities have not been registered under the Securities Act or the securities laws of any jurisdiction and may not be sold or transferred unless they are registered or RMII receives an opinion of counsel reasonably satisfactory to RMII that an exemption from applicable registration requirements is available. The certificates representing the Registrable Securities will bear a restrictive legend to the foregoing effect until such time as such Registrable Shares are the subject of an effective Registration Statement or until they are resold pursuant to a valid exemption from the registration requirements of the Securities Act and other applicable laws. The Shareholder agrees not to sell or otherwise transfer any Registrable Securities except in compliance with the Securities Act and other applicable laws and the provisions hereof. The Shareholder may pledge his Registrable Securities, provided the pledgee agrees in writing not to sell or otherwise transfer pledged Registrable Securities except in compliance with the Securities Act and other applicable laws.
Sample 1
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Restrictions on Transfer of Registrable Securities. The Holder agrees that, at the request of the managing underwriter (the "Managing Underwriter") for a public offering of the Company's securities, the undersigned will enter into an agreement with such Managing Underwriter pursuant to which the undersigned shall agree (i) not to sell, transfer, convey or otherwise dispose of any of the securities of the Company owned by the undersigned, including but not limited to the Registrable Securities, whether by registration or otherwise, for a period of 24 months after the date the Company's registration statement relating to said underwritten public offering becomes or is declared effective by the Commission, without the prior written consent of said Managing Underwriter, and furthermore, that by execution of the signature page of this Registration Rights Agreement, the undersigned hereby appoints the directors and officers of the Company, and each of them acting in the absence of the others, with full power of substitution, as attorney-in-fact to execute an agreement with the Managing Underwriter to the effect set forth above, in the event the undersigned, upon the request of the Managing Underwriter, fails or refuses to execute such an agreement with the Managing Underwriter after a reasonable period of time following such request.
Sample 1
Restrictions on Transfer of Registrable Securities. The Holder agrees that he will not sell or transfer any of the Registrable Securities for a period of thirteen (13) months from the effective date (the "Effective Date") of the registration statement pursuant to which its Registrable Securities have been registered in an offering (i) without the prior written consent of the Placement Agent if the Placement Agent is a member firm of the National Association of Securities Dealers, Inc. (the "NASD") or another self-regulatory organization at the time of the Effective Date, or (ii) without the prior written consent of the underwriter of such offering if the Placement Agent is not a member firm of the NASD or another self-regulatory organization at the time of the Effective Date.
Sample 1

Related to Restrictions on Transfer of Registrable Securities

  • Restrictions on Public Sale by Holders of Registrable Securities Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

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

  • 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.

  • Exchange and Registration of Transfer of Notes; Restrictions on Transfer Depositary 15 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 21 Section 2.07. Temporary Notes 22 Section 2.08. Cancellation of Notes Paid, Converted, Etc 23 Section 2.09. CUSIP Numbers 23 Section 2.10. Additional Notes; Repurchases 23

  • Restrictions on Registration Rights If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect to any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be.

  • Transfer of Registration Rights The rights to cause the Company to register Registrable Securities granted Holders under Articles 2, 3 and 4 hereof may be assigned in connection with any permitted transfer or assignment of the Holder's Registrable Securities. All transferees and assignees of the rights to cause the Company to register Registrable Securities granted Holders under Articles 2, 3 and 4 hereof, as a condition to the transfer of such rights, shall agree in writing to be bound by the agreements set forth herein.

  • Restriction on Transfer of Warrants The Holder of a Warrant Certificate, by the Holder's acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, for a period of one (1) year from the date hereof, except to the Designees.

  • 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.

  • Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby initially appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Note to the Note Registrar or any co-Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Note Registrar or any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing. No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer. None of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 15. All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

  • Restriction on Transfer of Subject Securities Subject to Section 2.3, during the period from the date of this Agreement through the Proxy Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

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