Special Transfer Restrictions. (a) No Stockholder shall Transfer any Initial Shares, other than Transfers (i) pursuant to an Exchange, (ii) to a Permitted Transferee, (iii) pursuant to a Regulatory Hardship Transfer in accordance with Section 3.03, (iv) pursuant to any sale, merger, consolidation, acquisition (including by way of tender offer or exchange offer or share exchange), recapitalization or other business combination involving the Company or any of its Subsidiaries, or (v) with the prior written consent of the Company (the foregoing exceptions in Section 3.02(a)(i)-(v), collectively, the “Transfer Exceptions”). The Investor has advised the Company that it may consider certain hedging transactions for a portion of its Initial Shares for risk management purposes, which hedging transactions may be a Transfer of such portion of the Initial Shares. The Company will reasonably consider in good faith whether to consent to any such Transfer.
Special Transfer Restrictions. Section 301.
Special Transfer Restrictions. Once the Forfeiture Restrictions have lapsed and the Restricted Shares have vested and become Vested Shares in accordance with Section 3.2, the Director shall not sell, exchange, transfer, alienate, hypothecate, pledge, encumber or assign 65% of such Vested Shares until following Director’s Termination of Directorship (the “Non-transferable Vested Shares”). Once the Forfeiture Restrictions have lapsed and the Restricted Shares have vested and have become Vested Shares in accordance with Section 3.2, then 35% of such Vested Shares may be sold, exchanged, transferred, alienated, hypothecated, pledged encumbered or assigned by the Director, without restriction (the “Transferable Vested Shares”).
Special Transfer Restrictions. The following provisions shall apply with respect to any proposed transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior to the expiration of the Resale Restriction Termination Date (as defined in Section 2.1(b) hereof):
Special Transfer Restrictions. (a) Investor shall not Transfer (as defined in the Investor Rights Agreement) any Shares, other than Transfers (i) pursuant to an Exchange (as defined in the Investor Rights Agreement), (ii) to a Permitted Transferee (as defined in the Investor Rights Agreement), (iii) pursuant to a Regulatory Hardship Transfer in accordance with Section 3.03 of the Investor Rights Agreement, (iv) pursuant to any sale, merger, consolidation, acquisition (including by way of tender offer or exchange offer or share exchange), recapitalization or other business combination involving the Company or any of its Subsidiaries, or (v) with the prior written consent of the Company (the foregoing exceptions in Section 5.3(a)(i)-(v), collectively, the “Transfer Exceptions”). The Investor has advised the Company that it may consider certain hedging transactions for a portion of its Shares for risk management purposes, which hedging transactions may be a Transfer of such portion of the Shares. The Company will reasonably consider in good faith whether to consent to any such Transfer.
Special Transfer Restrictions. (i) Transfers to Non-QIB Institutional Accredited Investors and Non-U.S. Persons and other Transfers Exempt under the Securities Act. The following provisions shall apply (x) with respect to the registration of any proposed transfer of a Unit to any Institutional Accredited Investor which is not a QIB or to any Non-U.S. Person and (y) with respect to the registration of any proposed transfer pursuant to another available exemption from the registration requirements of the Securities Act:
Special Transfer Restrictions. If I am a resident of the State of Maryland, I will not resell any of these securities unless they are registered or qualify for an exemption from registration under the Maryland Securities Act, Corporations and Associations Article, ss.11-602.
Special Transfer Restrictions. Certain Persons who are members or who were general partners of the General Partner (Xxxxxx X. Xxxxxxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxx) (the “Bonus Participants”) have received shares of EEI common stock pursuant to a bonus arrangement authorized by EEI’s Board of Directors on August 15, 1990 (the “Stock Bonus Shares”). Such Stock Bonus Shares are non-transferable but may and will be exchanged for Units pursuant to the Exchange Offer. The Units received by the Bonus Participants in exchange for their Stock Bonus Shares (the “Restricted Units”) shall be treated as all other Units for any purpose under this Agreement except that (i) such Restricted Units may not be tendered to the Partnership pursuant to Section 11.1 and (ii) such Restricted Units may not be transferred (within the meaning of Section 8.1(a) hereof) during the term of this Agreement.
Special Transfer Restrictions. (1) In order to ensure compliance with applicable securities law and other laws applicable to the Company, no direct or indirect sale or transfer of Warrants shall be permitted from a registered holder to a purchaser or transferee unless it is made in compliance with such laws and, if required by the Company, an opinion of legal counsel, in form and substance acceptable to the Company, is delivered to the Company and the Trustee in connection with such transfer.
Special Transfer Restrictions
