Restrictions Upon Transfer of Shares Sample Clauses

Restrictions Upon Transfer of Shares. Notwithstanding any provision of this Agreement to the contrary and except as otherwise permitted in this Agreement, during the Term (a) neither the Company nor any Stockholder shall make any Disposition of its Shares, except for a Permitted Disposition, and (b) each Stockholder shall at all times during its ownership of any Shares maintain its status as a Permissible Investor.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Restrictions Upon Transfer of Shares. At all times prior to the Restrictions Termination Date, no Shareholder shall make any Disposition of Shares, except a Permitted Disposition as provided in this Agreement.
Sample 1Sample 2
Restrictions Upon Transfer of Shares. The Shares have not been registered by the Fund under the 1933 Act but are being offered and will be sold to SAFECO Life pursuant to an exemption from the registration requirements of that Act for transactions which do not involve a public offering. The Fund does not plan, and is under no obligation to provide for, any registration of the Shares in the future. SAFECO Life hereby covenants that it will not sell, pledge, hypothecate or otherwise transfer any of the Shares, or any interest therein, whether or not for consideration, unless it has previously notified the Fund of the proposed transfer and delivered to the Fund in legal opinion, in form and substance satisfactory to the Fund and its counsel, that such transfer is not in violation of the 1933 Act and applicable state securities laws. Furthermore, the parties hereby agree, that in view of the restrictions upon transfer, that the stock certificate representing the Shares shall bear a restrictive legend that is in substantially the following form: "The securities represented by the stock certificate have been acquired pursuant to an investment representation on the part of the purchaser thereof and shall not be sold, pledged, hypothecated, donated or otherwise transferred, whether or not for consideration, by the purchaser except upon the issuance to the corporation of a favorable opinion of its counsel to the effect that any such transfer shall not be in violation of the Securities Act of 1933, as amended, and applicable state securities laws."
Sample 1
Restrictions Upon Transfer of Shares. [ ] hereby acknowledges that the shares which are issuable upon exercise of the Options shall not be registered under the Securities Act of 1933, as amended, or the blue sky or state securities laws of any state, and are subject to the same restrictions upon transfer as those owned by other shareholders.
Sample 1
Restrictions Upon Transfer of Shares. (a) During the one-year period following the Closing, the aggregate number of shares of Tarantella Common Stock sold in any calendar quarter by each of the New Moon shareholders shall not exceed twenty-five percent (25%) of the aggregate number of shares of Tarantella Common Stock issued to such New Moon shareholder pursuant to the Merger; provided, however, that the percentage tradable in any calendar quarter shall be increased by an amount proportionate to the amount by which the trading volume of Tarantella’s Common Stock exceeds 15,000,000 shares in the prior quarter. For example, if the trading volume in a calendar quarter is 18,000,000 shares (i.e., 20% higher than 15,000,000 shares), the percentage of shares tradable would be increased to 30% (i.e., 20% higher than 25%).
Sample 1
Restrictions Upon Transfer of Shares. Except as, and subject to the provisions, hereinafter set forth, no Management Stockholder or Optionholder shall sell, transfer, donate, give, mortgage, pledge, hypothecate, or otherwise encumber or dispose of, whether voluntarily, by operation of law or otherwise (each of the foregoing acts are herein referred to as a "transfer" or "Transfer") any Shares or Options now or hereafter owned by such Management Stockholder or Optionholder. Any transfer or attempted transfer of the Shares or Options at any time, unless made pursuant to all of the terms and conditions hereof, shall be absolutely null and void ab initio, of no force or effect and may be enjoined. No dividend shall be paid or any distribution made to any transferee of Shares transferred in violation hereof, nor shall any such transfer of Shares or transfer of Options be registered on the books of the Company.
Sample 1
Restrictions Upon Transfer of Shares. Except as set forth in this Agreement, no Stockholder shall sell, transfer, donate, give, mortgage, pledge, hypothecate, or otherwise encumber or dispose of, whether voluntarily, by operation of law or otherwise (any of the foregoing acts being herein referred to as a "Transfer") any Shares now or hereafter owned by such Stockholder. Any Transfer or attempted Transfer of Shares, unless pursuant to the terms and conditions hereof, shall be absolutely null and void, of no force or effect and may be enjoined. No dividend shall be paid or any distribution made to any transferee of Shares transferred in violation hereof nor shall any such Transfer be registered on the books of the Company. The Transfer or attempted Transfer of any Shares in violation hereof shall not affect the beneficial ownership of such Shares, and, notwithstanding such Transfer or attempted Transfer, the Stockholder making such prohibited Transfer or attempted Transfer shall retain the right to vote and the right to receive dividend and liquidation proceeds with respect to such Shares.
Sample 1
AutoNDA by SimpleDocs
Restrictions Upon Transfer of Shares. Except as otherwise provided in this Agreement, no Shareholder shall make any Disposition of any Shares owned by such Shareholder, except a Permitted Disposition as provided in this Agreement. No Permitted Disposition shall be valid unless the Shareholder shall have obtained the written agreement of the proposed transferee, including, without limitation, any pledgee, that such transferee will be bound by, and the Shares to be transferred will be subject to, this Agreement.
Sample 1
Restrictions Upon Transfer of Shares 
Sample 1Sample 2Sample 3See All (12)

Related to Restrictions Upon Transfer of Shares

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

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

  • Restriction on Transfer of Option Shares Anything in this Agreement to the contrary notwithstanding, the Optionee hereby agrees that it shall not sell, transfer by any means or otherwise dispose of the Option Shares acquired by it without registration under the 1933 Act, or in the event that they are not so registered, unless (i) an exemption from the 1933 Act registration requirements is available thereunder, and (ii) the Optionee has furnished the Company with notice of such proposed transfer and the Company’s legal counsel, in its reasonable opinion, shall deem such proposed transfer to be so exempt.

  • 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.

  • 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 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.

  • Limitations Upon Transfer All rights under this Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution and shall not be subject to execution, attachment, or similar process. Upon any attempt by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Agreement or the Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.

  • Restriction on Transfer of Option Unless otherwise determined by the Committee in accordance with the Plan, (a) no part of the Option shall be Transferable other than by will or by the laws of descent and distribution and (b) during the lifetime of the Participant, the Option may be exercised only by the Participant or the Participant’s guardian or legal representative. Any attempt to Transfer the Option other than in accordance with the Plan shall be void.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.