RESTRICTIONS UPON TRANSFER. (a) Neither the Optionee nor any other person or entity shall have any interest in any specific asset or assets or stock of the Company by reason of the granting of the Options. Any attempt to assign or to transfer this Agreement or the Options granted hereunder, whether voluntarily or involuntarily, by operation of law or otherwise, shall be of no further force or effect and no interest or right hereunder shall vest in any other person. Nothing in this Agreement shall be deemed to limit Optionee's right to transfer this Agreement or the Option Shares by will or in accordance with the laws of devise, descent and distribution.
RESTRICTIONS UPON TRANSFER. (a) The Company need not register a transfer of this Warrant unless the conditions specified in the legends on the front page hereof are satisfied and the transferee has agreed in writing to be subject to the terms and conditions of this Warrant, including transferee acknowledging in writing that it meets the investor suitability criteria set forth in this Warrant and Exhibit B attached hereto. Subject to the satisfaction of such conditions, any transfer of this Warrant and all rights hereunder, in whole or in part (but not less than 25% of the Warrant Stock originally exercisable under this Warrant being transferred), shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company, or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by Xxxxxx and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall, subject to the conditions set forth in this Section, execute and deliver a new Warrant in the name of the assignee, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be canceled.
RESTRICTIONS UPON TRANSFER. Each certificate representing Restricted Securities shall be stamped or otherwise imprinted with a legend in the form provided in Exhibit A attached hereto (in addition to any legend required under applicable state securities laws). Holder hereby consents to the Company making a notation on its records and giving instructions to any transfer agent of the Company’s Common Stock in order to implement the restrictions on transfer established in this Agreement.
RESTRICTIONS UPON TRANSFER. No Holder may effect, cause to be effected or permit any voluntary or involuntary sale, assignment or transfer of any shares of Common Stock or Common Stock Equivalents or any interest therein (a "TRANSFER"), except for Transfers pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act, unless the transferee agrees to be bound by the provisions of this Agreement and the Stockholders Agreement and such Transfer is, where applicable, made in compliance with the terms of the Stockholders Agreement; PROVIDED, that the Warrants and the Warrant Shares shall not be subject to this Agreement upon the Transfer to a beneficial owner other than IP, SAP, or Osboxxx xxx their respective affiliates; PROVIDED FURTHER, that nothing contained herein shall restrict the sale, assignment or transfer of any warrants issued by the Company pursuant to the Credit Agreement dated December 16, 1997 by and between the Company and SAP. Any Transfer not complying with the provisions of this Agreement shall be void AB INITIO, shall not be effective for any purpose and any purported transferee of such a Transfer shall not acquire any right or interest in such Common Stock or the Company.
RESTRICTIONS UPON TRANSFER. 1. The Purchaser understands that the Purchased Shares have not been registered by the Corporation under the United States Securities Act of 1933 (the "1933 Act") and that the Corporation does not plan, and is under no obligation to provide for registration of the Purchased Shares in the future. Offer or sale of the Purchased Shares in the United States or to a U.S. person would constitute a violation of United States law unless made in compliance with the registration requirements of the 1933 Act or pursuant to an exemption therefrom. The term "
RESTRICTIONS UPON TRANSFER. (a) This Agreement and the Option granted hereunder shall not be assignable or transferable otherwise than by will or the laws of descent and distribution. In the event of any attempt to assign or to transfer this Agreement or the Option or any of the rights hereunder other than by will or the laws of descent and distribution, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement and the Option granted hereunder shall thereupon immediately terminate and be of no further force or effect and no interest or right hereunder shall vest in any other person.
RESTRICTIONS UPON TRANSFER. (a) Neither the Optionee nor any other person or entity shall have any interest in any specific asset or assets or stock of the Company by reason of the granting of the Options. Any attempt to assign or to transfer this Agreement or the Options granted hereunder, whether voluntarily or involuntarily, by operation of law or otherwise, shall immediately terminate this Agreement, all the Options granted hereunder shall be of no further force or effect and no interest or right hereunder shall vest in any other person.
RESTRICTIONS UPON TRANSFER. (a) Without derogating from any other restriction that may be contained in the Certificate of Incorporation or By-laws of the Corporation or herein, the Corporation need not register a transfer of this Warrant or the Warrant Shares unless the proposed transferee agrees to be bound by the terms and conditions of this Warrant and the proposed transferee provides the Corporation with written representations required pursuant to the Act.
RESTRICTIONS UPON TRANSFER. None of the Class B Stock may be sold, transferred or otherwise disposed of nor shall they be pledged or otherwise hypothecated by any Shareholder as long as the Company has the right hereunder to repurchase such shares as described in this Agreement without first offering such shares to the Company as set forth in this Agreement. Notwithstanding such restrictions, however, so long as any Shareholder is the owner of the shares, or any portion thereof, he or she shall be entitled to receive all dividends, if any, declared on the Class B Stock.
RESTRICTIONS UPON TRANSFER. (a) Except as expressly provided in this Article, Tenant expressly covenants that it shall not by operation of law or otherwise assign, encumber or mortgage this Lease in whole or in part, nor sublet or suffer or permit the Leased Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. Except as expressly provided in this Article, any attempt by Tenant to assign, sublet, encumber or mortgage this Lease without the express consent of Landlord as aforesaid shall be null and void.
