SHARE CONSIDERATION TRADING RESTRICTION Sample Clauses

SHARE CONSIDERATION TRADING RESTRICTION. (i) Subject to Section 2(e) hereof, of the Xxxxxx Shares comprising the Share Consideration, one-fifth (1/5th) shall become freely transferable by the holders thereof upon the first anniversary of the Closing, and an additional one-fifth (1/5th) shall become freely transferable on each of the second, third, fourth and fifth anniversaries of the Closing, respectively. Prior to such times that such portions of the Xxxxxx Shares comprising the aggregate Share Consideration become freely transferable in accordance with the immediately preceding sentence, such Xxxxxx Shares shall not be transferable by any holder thereof (such restriction on transfer being the "Share Consideration Trading Restriction") except that (A) in the case of a holder that is an individual, Xxxxxx Shares comprising the Share Consideration may be transferred, either during the lifetime of such holder or upon death by will or by intestacy, to such holder's Immediate Family or to a trust the beneficiaries of which are exclusively such holder and/or a member of such holder's Immediate Family or to a Charitable Organization, (B) in the case of a holder that is a corporation, Xxxxxx Shares comprising the Share Consideration may be transferred by the corporation to any shareholder or subsidiary of such corporation, and any shareholder who is an individual and to whom such Xxxxxx Shares are transferred may transfer the Xxxxxx Shares comprising the Share Consideration by gift, will or intestate succession to such shareholder's Immediate Family or to a Charitable Organization, (C) in the case of a holder that is a partnership, Xxxxxx Shares comprising the Share Consideration may be transferred by the partnership to a partner of such partnership or a retired partner, and any partner who is an individual and to whom such Xxxxxx Shares are transferred may transfer the Xxxxxx Shares comprising the Share Consideration by gift, will or intestate succession to such partner's Immediate Family or to a Charitable Organization and (D) in the case of a holder that is a Seller, Xxxxxx Shares comprising the Share Consideration may be pledged as collateral to secure any borrowing the sole use of the proceeds from which is the payment of Taxes (as hereinafter defined) arising as a result of the sle of the Shares hereunder; provided, however, that no such transfer in accordance with the immediately preceding clauses (A), (B), (C) and (D) will be permitted unless the respective transferees thereof agree in writing ...
Sample 1
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SHARE CONSIDERATION TRADING RESTRICTION. Subject to the provisions of Section 2(d), each of the Sellers shall not directly or indirectly sell, offer, pledge, contract to sell or grant any option to purchase or otherwise dispose of or transfer any Xxxxxx Shares comprising the Share Consideration until such Xxxxxx Shares shall be released from the Share Consideration Trading Restriction in accordance with Section 2(d). Each of the Sellers agrees and consents to the entry of stop transfer instructions with the transfer agent for the Xxxxxx Shares against any transfer of Xxxxxx Shares by it in contravention of the restrictions set forth in Section 2(d) and this Section 6(i). Each Seller acknowledges that the Buyer is relying on, among other things, the provisions contained in Section 2(d) and this Section 6(i) in entering into this Agreement and the transactions contemplated hereby.
Sample 1

Related to SHARE CONSIDERATION TRADING RESTRICTION

  • Trading Restrictions The Company may establish periods from time to time during which Participant’s ability to engage in transactions involving the Company’s Common Stock is subject to specific restrictions (“Restricted Periods”). Participant may be subject to restrictions giving rise to a Restricted Period for any reason that the Company determines appropriate, including, restrictions generally applicable to employees or groups of employees or restrictions applicable to Participant during an investigation of allegations of misconduct or conduct detrimental to the Company or any Affiliate by Participant.

  • Escrow of Restricted Shares The Company shall evidence the Restricted Shares in the manner that it deems appropriate. The Company may issue in your name a certificate or certificates representing the Restricted Shares and retain such certificate(s) until the restrictions on such Restricted Shares expire as described in Section 5 or 6 of this Agreement or the Restricted Shares are forfeited as described in Section 4 and 6 of this Agreement. If the Company certificates the Restricted Shares, you shall execute one or more stock powers in blank for those certificates and deliver those stock powers to the Company. The Company shall hold the Restricted Shares and the related stock powers pursuant to the terms of this Agreement, if applicable, until such time as (a) a certificate or certificates for the Restricted Shares are delivered to you, (b) the Restricted Shares are otherwise transferred to you free of restrictions, or (c) the Restricted Shares are canceled and forfeited pursuant to this Agreement.

  • Share Restriction a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof, other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement.

  • Company Restricted Shares At the Effective Time, each share of Company Stock subject to vesting, repurchase or other restrictions pursuant to the Company Stock Plan (a “Company Restricted Share”) that is outstanding immediately prior to the Effective Time shall vest in full and become free of restrictions and any repurchase rights shall lapse, and the holder thereof shall be entitled to receive only the Merger Consideration with respect to each such Company Restricted Share in accordance with Section 2.05(b).

  • Stockholder Rights and Dividend Equivalents (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes.

  • Escrow of Unvested Shares For purposes of facilitating the enforcement of the provisions of Section 3 above, Purchaser agrees, immediately upon receipt of the certificate(s) for the Shares subject to the Repurchase Option, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached to this Agreement as Exhibit A executed by Purchaser and by Purchaser's spouse (if required for transfer), in blank, to the Secretary of the Company, or the Secretary's designee, to hold such certificate(s) and Assignment Separate from Certificate in escrow and to take all such actions and to effectuate all such transfers and/or releases as are in accordance with the terms of this Agreement. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary's designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the Company, or the Secretary's designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement.

  • Restricted Share Units Restricted Share Units means Restricted Share Units granted to Participant under the Plan subject to such terms and conditions as the Committee may determine at the time of issuance.

  • Share Dividends Any additional shares of Ordinary Shares deemed to have been issued relating to a share dividend shall be deemed to have been issued for no consideration.

  • Legend on Shares Each certificate for shares of Stock issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Act, shall bear substantially the following legend (and any additional legend required under the Act or otherwise): “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND MAY NOT BE SOLD, EXCHANGED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT, OR (II) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Act of the securities represented thereby) shall also bear such legend unless, in the opinion of counsel for the Company, the securities represented thereby need no longer be subject to the transfer restrictions contained in this Warrant. The exercise and transfer restriction provisions of this Warrant shall be binding upon all subsequent Holders of the Warrant.

  • Stock Restrictions Optionee understands that at the time of the execution of this Option Agreement, the shares of the Stock issuable upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any state securities law, and that the Company currently does not intend to effect any such registration. Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall be purchased by Optionee for investment without a view to distribution within the meaning of the Act, and shall not be sold, transferred, assigned, pledged, or hypothecated unless such transfer has been registered under the Act and applicable state securities laws, or the transfer duly qualifies for an applicable exemption from the registration requirements of the Act and any applicable state securities laws. In any event, Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Optionee agrees that (i) the certificates representing the shares of the Stock purchased under this Option may bear such restrictive legend or legends as the Company's legal counsel deems appropriate in order to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the shares of the Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities laws, and (iii) the Company may give related instructions to its transfer agent to stop registration of the transfer of the shares of Stock purchased under this Option.

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