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

• 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 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.

• 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. 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 means restrictions on the sale, offers to sell, contract or agreements to sell, hypothecate, pledge, grant any option to purchase, make any "short sale" or otherwise dispose of or agree to dispose of, directly or indirectly, any securities of the Company, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to any securities of the Company owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission, in each case, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities of the Company. "Short sales" for purposes of the preceding definition shall have the meaning as defined in Rule 200 of Regulation SHO adopted under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker-dealers or foreign regulated brokers having the effect of hedging the securities of the Company.

RESTRICTIONS ON TRANSFER. The Optionee understands that, if he is deemed to be an "affiliate" of the Company as defined in Rule 144 ("Rule 144") of the General Rules and Regulations promulgated under the Securities Act of 1933 (the "Act"), certificates representing shares of Common Stock acquired upon exercise of the Option may bear a legend restricting the transfer of such shares. In such instances, Optionee may resell such shares so acquired pursuant to (1) the provisions of Rule 144, without being subject to the holding period requirement of that Rule, (2) any other applicable exemption from registration under the Act or (3) a separate prospectus prepared in accordance with the requirements of the applicable form under the Act. An Optionee who is not deemed to be an "affiliate" of the Company may sell his shares acquired upon exercise of the Options without compliance with the requirements of Rule 144 or the registration requirements of the Act.

RESTRICTIONS ON TRANSFER means restrictions on the sale, offers to sell, contract or agreements to sell, hypothecate, pledge, grant any option to purchase, make any "short sale" or otherwise dispose of or agree to dispose of, directly or indirectly, any securities of the Company, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as

RESTRICTIONS ON TRANSFER. The warrant is non-transferable (except to affiliates). The shares of common stock issuable upon exercise of the warrant are not transferable for twenty-four (24) months following the closing except for hedging transactions as provided for in the Purchase Agreement and to Microsoft affiliates, and subsequently, sales of common stock are limited to (i) buyers who, following such sale, do not own more than 4.9% of NTL's common stock and (ii) open market transactions.