Restrictions on Transfer definition

Restrictions on Transfer. The Interest will be non-transferable, except with respect to a transfer to a trust or partnership, the only beneficiaries or partners (as the case may be) of which are immediate family member of Employee, or in accordance with the terms of any applicable operating agreement or shareholders agreement and the laws of descent and distribution. Other than with respect to transfers pursuant to the preceding sentence, no third party shall have any direct or indirect beneficial interest in the Interest.
Restrictions on Transfer. Options will be non-transferable, except without consideration to a trust or partnership the only beneficiaries or partners (as the case may be) of which are immediate family member of Executive; shares obtained upon the exercise of options may be transferred only in accordance with the laws of descent and distribution. Other than with respect to transfers of options pursuant to the preceding sentence, no third party shall have any direct or indirect beneficial interest in the options or the shares obtained upon the exercise thereof.
Restrictions on Transfer. The Phantom Shares will be non-transferable, except with respect to a transfer to a trust or partnership, the only beneficiaries or partners (as the case may be) of which are immediate family member of Employee, or in accordance with the terms of any applicable operating agreement or shareholders agreement and the laws of descent and distribution. Other than with respect to transfers pursuant to the preceding sentence, no third party shall have any direct or indirect beneficial interest in the Phantom Shares. FAIR MARKET VALUE: Fair market value of vested Phantom Shares on a Termination Date shall be determined by multiplying the "equity value" of Holdings by a fraction, the numerator of which shall be the number of vested Phantom Shares and the denominator of which shall be the total number of fully diluted shares of Holdings common stock (assuming that all options, warrants or other securities which are convertible or exchangeable for common stock are outstanding). The equity value of Holdings on a Termination Date shall be determined by the Board of Directors of Holdings in good faith by selecting an appropriate multiple and then multiplying the consolidated EBITDA for the latest four fiscal quarters by such multiple and then subtracting from such amount all debt, preferred stock and other obligations on a consolidated basis of Holdings, if any.

Examples of Restrictions on Transfer in a sentence

  • THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.

  • Certificates or other instruments representing the Shares (including crypto-tokens) shall bear a digital or physical restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates or instruments): THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFER PURSUANT TO THE COMPANY’S OPERATING AGREEMENT AND THE SUBSCRIPTION AGREEMENT PURSUANT TO WHICH THESE SECURITIES WERE ORIGINALLY SOLD.

  • THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

  • THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL OPTIONS HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.

  • THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER.


More Definitions of Restrictions on Transfer

Restrictions on Transfer. None of the Preferred Stock, the Warrants or the Common Stock issuable upon conversion of the Preferred Stock (collectively, the "Securities") has been registered under the Securities Act and the Securities may not be sold or transferred without registration under the Securities Act or an exemption therefrom. In connection with a transfer by a Purchaser pursuant to an exemption from registration, the Company will have the right to require such Purchaser to deliver an opinion of counsel stating that such transfer is being made in compliance with the Securities Act.
Restrictions on Transfer. SUBJECT TO ALL APPLICABLE HOLD PERIODS PROVIDED FOR BY THE QUEBEC SECURITIES ACT, GRAPH-TECH SHALL AGREE:
Restrictions on Transfer. Right of first offer and tag-along and drag-along rights, the terms of which shall be mutually agreed upon by the parties. ANNEX F Securities Purchase Agreement
Restrictions on Transfer. Except for Permitted Transfers, securities of the Surviving Corporation may not be transferred (including by assignment, pledge, hypothecation, by operation of law, proxy or voting agreement or similar arrangement) without the prior written consent of the holders of 50% of the then outstanding Common Stock of the Surviving Corporation (the "Requisite Holders").
Restrictions on Transfer. OF A CERTIFICATED SECURITY FOR A BENEFICIAL INTEREST IN A GLOBAL SECURITY. A Certificated Security may not be exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:
Restrictions on Transfer. OR RESALE The Investor understands that, except as provided in the Investor Rights Agreement: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) the resale of the Securities is registered pursuant to an effective registration statement under the Securities Act, (B) if requested by the Company, the Investor shall have delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such Securities to be sold, assigned or transferred may be sold or transferred pursuant to an exemption from such registration, or (C) the Securities are sold or transferred pursuant to Rule 144 promulgated under the Securities Act, as amended, (or a successor rule thereto) ("Rule 144"); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) except as set forth in the Investor Rights Agreement, neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Restrictions on Transfer and "Common Stock" in the Prospectus to the extent that it constitutes matters of law, summaries of legal matters, documents, or legal conclusions, has been reviewed by such counsel and is correct in all material respects.