Transferability of Common Stock Sample Clauses

Transferability of Common Stock. The Shares may be transferred by ------------------------------- Developer in compliance with applicable state and federal securities laws, provided each person or entity to whom all or a portion of such Common Stock is transferred agrees to be bound by this Section 3.1. Each certificate representing any shares of Common Stock constituting all or a portion of the Shares (unless Subsidiary shall have received an opinion from counsel at Developer's expense (which counsel may be counsel to the Subsidiary) reasonably acceptable to the Subsidiary to the effect that such securities may lawfully be disposed of without registration, qualification or legend) shall be imprinted with the following legend (a "'33 Act Legend"): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
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Transferability of Common Stock. The Shares may be transferred by ------------------------------- Developer in compliance with applicable state and federal securities laws, provided each person or entity to whom all or a portion of such Common Stock is transferred agrees to be bound by this Section 3.1. Each certificate representing any shares of Common Stock constituting all or a portion of the Shares (unless Subsidiary shall have received an opinion from counsel at Developer's expense (which counsel may be counsel to the Subsidiary) reasonably acceptable to the Subsidiary to the effect that such securities may lawfully be disposed of without registration, qualification or legend) shall be imprinted with the following legend (a "'33 Act Legend"): The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred, assigned, pledged or hypothecated unless and until registered under such Act or unless the Company has received an opinion of counsel or other evidence, satisfactory to the Company and its counsel, that such registration is not required.
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Transferability of Common Stock. Shares of Common Stock received upon the exercise of this Option shall be subject to such restrictions relating to voting and transfer as provided in the Plan, including, without limitation, Section 6 of the Plan. All shares of Common Stock received pursuant to the exercise of this Option shall be subject to the terms of the Stockholders’ Agreement and shall only be subject to Transfer in accordance therewith. Participant by his acceptance of this Option and execution of this Agreement agrees to be bound by and subject to the Stockholders’ Agreement and the terms and conditions of the Stockholders’ Agreement shall be deemed to be incorporated by reference in to this Agreement.
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Transferability of Common Stock. The Bank will use its best efforts ------------------------------- to obtain for the Holding Company, prior to the Effective Date, a letter signed by each person, if any, who is an "affiliate", as that term is defined by the Securities and Exchange Commission ("SEC"), of the Bank for purposes of Rule 145 of the SEC, under the Securities Act of 1933, to the effect that (i) such person will not dispose of any shares of common stock to be received by him pursuant to the Merger in violation of the Securities Act of 1933 or the rules and regulations of the SEC thereunder, or in any event prior to such time as financial results covering at least 30 days of post-merger combined operations have been published, and (ii) he or she consents to the placing of a legend on the certificate(s) evidencing such shares of Holding Company common stock that refers to the issuance of such shares in a transaction to which Rule 145 is applicable and to the giving of stop-transfer instructions to the transfer agent of Holding Company with respect to such certificate(s).
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Transferability of Common Stock. At any time after the Registration Effective Date, if the Purchaser delivers a Notice of Conversion (substantially in the form of Exhibit C hereto) to the Company, the Company will issue or cause to be issued one or more certificates representing the shares of Common Stock without a restrictive legend upon conversion of the Series D Preferred Stock into shares of Common Stock in accordance with Section 6 of the Certificate of Designation authorizing the Series D Preferred Stock. The Company warrants that no instructions, other than those instructions for a stop transfer until the Registration Effective Date, have been or will be given to the transfer agent. The Company further warrants that the shares of Common Stock shall be otherwise freely transferable by the Purchaser to or for the account or benefit of a U.S. Person if such shares are registered under the Act or an exemption from the registration requirements of the Act is available.
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Transferability of Common Stock 
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Related to Transferability of Common Stock

  • Transferability of Options During the lifetime of an Optionee, only such Optionee (or, in the event of legal incapacity or incompetency, the Optionee’s guardian or legal representative) may exercise the Option. No Option shall be assignable or transferable by the Optionee to whom it is granted, other than by will or the laws of descent and distribution.

  • Transferability of Option The Option shall not be transferable except by will or the laws of descent and distribution, and any attempt to do so shall void the Option.

  • Nontransferability of Shares The Shares acquired by the undersigned pursuant to this Agreement shall not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of except as provided below and in the Plan.

  • Nontransferability of Options The Option and this Agreement shall not be assignable or transferable by Optionee other than by will or by the laws of descent and distribution. During Optionee's lifetime, the Option and all rights of Optionee under this Agreement may be exercised only by Optionee (or by his guardian or legal representative). If the Option is exercised after Optionee's death, the Committee may require evidence reasonably satisfactory to it of the appointment and qualification of Optionee's personal representatives and their authority and of the right of any heir or distributee to exercise the Option.

  • Transferability of Award The rights of the Grantee pursuant to this Agreement are not transferable by Grantee. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, obligations or torts of Grantee or any permitted transferee thereof. Any purported assignment, alienation, pledge, attachment, sale, transfer or other encumbrance of the RSUs, prior to the lapse of restrictions, that does not satisfy the requirements hereunder shall be void and unenforceable against the Company.

  • Transferability of the Warrant Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Securities Act”) and limitations on assignments and transfers, including without limitation compliance with the restrictions on transfer set forth in Section 5, title to this Warrant may be transferred by endorsement (by the transferor and the transferee executing the assignment form attached as Exhibit B (the “Assignment Form”)) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

  • Non-Transferability of Options The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

  • Transferability of Warrant Subject to Section 2(h) hereof, this Warrant may be transferred by a Holder, in whole or in part, without the consent of the Issuer. If transferred pursuant to this paragraph, this Warrant may be transferred on the books of the Issuer by the Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant at the principal office of the Issuer, properly endorsed (by the Holder executing an assignment in the form attached hereto) and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. This Warrant is exchangeable at the principal office of the Issuer for Warrants to purchase the same aggregate number of shares of Warrant Stock, each new Warrant to represent the right to purchase such number of shares of Warrant Stock as the Holder hereof shall designate at the time of such exchange. All Warrants issued on transfers or exchanges shall be dated the Original Issue Date and shall be identical with this Warrant except as to the number of shares of Warrant Stock issuable pursuant thereto.

  • Nontransferability of Option This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

  • Reservation of Shares of Common Stock The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

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