Transfer Restrictions Transfer Agent Instructions Clause Samples

The "Transfer Restrictions; Transfer Agent Instructions" clause defines the limitations and procedures governing the transfer of securities and the instructions provided to the transfer agent. It typically specifies under what conditions securities can be transferred, such as compliance with securities laws or obtaining necessary approvals, and directs the transfer agent to enforce these restrictions by not processing unauthorized transfers. This clause ensures that only permitted transfers occur, thereby maintaining regulatory compliance and protecting the interests of the issuer and existing security holders.
Transfer Restrictions Transfer Agent Instructions. The Note Holder shall not transfer, assign, mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of the Note Holder’s shares derived under this Agreement unless prior written consent is obtained from the Company, which may be granted or withheld in the Company’s sole discretion. Any attempt so to transfer or encumber any such interest shall be null and void ab initio. Note Holder understands and agrees that, in order to ensure compliance with the restrictions and conditions referred to in this Agreement, the Company may issue appropriate “stop-transfer” and other instructions to its transfer agent (“Stop Transfer Instructions”) and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. The Note Holder agrees and consents to the entry of any Stop Transfer Instructions with the Company’s transfer agent against the Transfer of the Note or the beneficially owned Common Stock held by the Note Holder except in strict compliance with the terms and conditions of this Agreement. After the Lock-up Period and Leak –out Period has lapsed, the Company shall direct its transfer agent to release the Stop Transfer Instructions.
Transfer Restrictions Transfer Agent Instructions