Restrictions on Transfer of Securities. The Securities are not transferable except upon the conditions specified in this Article VII, which conditions are intended to ensure compliance with the provisions of the Securities Act and state securities laws in respect of the transfer of any of such securities. Each instrument representing the Securities shall be stamped or otherwise imprinted with legends substantially in the following form until such time as the conditions set forth in such legends have been met: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER STATE LAW." The Corporation shall be entitled to enter stop transfer notices on its stock books with respect to the Securities until the conditions as set forth in the legend above with respect to the transfer of such securities have been met.
Restrictions on Transfer of Securities. 1.1. Restrictions on Transfers of Securities 1.2. Legend 1.3. Notation
Restrictions on Transfer of Securities. Prior to the completion of the Company's first Public Offering, no holder of Marathon Securities, Xxxxxxx Family Securities or Employee Securities may Transfer any Marathon Securities, Xxxxxxx Family Securities or Employee Securities, as the case may be, except in an Exempt Transfer or otherwise provided by this Agreement.
Restrictions on Transfer of Securities. The Stockholder understands and agrees that the Warrant, the Warrant Consideration, the Acquisition Note and the Five Year Note to be issued pursuant to Sections 1.2 and 1.3 above and the shares of the Purchaser’s Common Stock issuable upon exercise of the Warrant and Warrant Consideration will not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in one or more transactions that are exempt from such registration requirements pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, will be deemed to be "restricted securities" within the meaning set forth in Rule 144 under the Securities Act, may not be resold without registration under, or an exemption, from the registration requirements of the Securities Act, and that the Company will impose stop transfer instructions against the shares issuable upon exercise of the Warrant and Warrant Consideration. The Warrant, the Warrant Consideration, the Acquisition Note and the Five Year Note issued pursuant to Sections 1.2 and 1.3 and the certificates evidencing shares of Purchaser Common Stock issuable upon exercise of the Warrants and Warrant Consideration shall bear substantially the following legend: [NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN /THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN/THIS PROMISSORY NOTE HAS NOT BEEN] THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND THE SAME HAS/HAVE BEEN [(OR WILL BE, WITH RESPECT TO THE SECURITIES ISSUABLE UPON EXERCISE HEREOF)] ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. [NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE/THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE/THIS PROMISSORY NOTE MAY NOT BE] SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (II) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE ACT, THE RULES AND REGULATIONS THEREUNDER, OR APPLICABLE STATE SECURITIES LAWS.
Restrictions on Transfer of Securities. Without the consent of the Vestar Majority Holders (which consent may be given or withheld in their sole and absolute discretion), no holder of Pro-Fac Securities or Employee Securities may Transfer any Pro-Fac Securities or Employee Securities, as the case may be, except in an Exempt Transfer or as otherwise provided by this Agreement.
Restrictions on Transfer of Securities a. I understand that (i) there may be no market for the Common Stocks, (ii) the purchase of the Common Stocks is a long- term investment, (iii) the transferability of the Common Stocks is restricted, (iv) the Common Stocks may be sold by me only pursuant to registration under the Securities Act and State Laws, or an opinion of counsel that such registration is not required, and (v) the Company does not have any obligation to register the Common Stocks.
Restrictions on Transfer of Securities. To insure the preservation of certain tax attributes for the benefit of the Corporation and its stockholders, certain restrictions on the transfer or other disposition of Corporation Securities are hereby established as more fully set forth in this Section 6.
Restrictions on Transfer of Securities. REGISTRATION OF THE WARRANT SHARES; COMPLIANCE WITH THE SECURITIES ACT.
Restrictions on Transfer of Securities. Coleman Parent hereby agrees not to, directly or indirectly, for a period of three (3) years from the date hereof, Transfer (as such term is defined in Section 7.1 of the Holdings Merger Agreement) (A) any shares of Sunbeam Common Stock received pursuant to the terms of the Holdings Merger Agreement or (B) any of the Warrants or the Warrant Shares (as defined in the Warrant Agreement), in either case in whole or in part, other than to one of its Affiliates (as such term is defined in the Holdings Merger Agreement) who agrees in writing to be bound by the terms of this Section 4, except that (A) the holder or holders of such shares of Sunbeam Common Stock may at any time or from time to time Transfer so many of such shares of Sunbeam Common Stock as represent in the aggregate seventy-five percent (75%) of such shares of Sunbeam Common Stock, and (B) the holder or holders of the Warrants or the Warrant Shares may at any time or from time to time Transfer so many of the Warrants or the Warrant Shares as represent in the aggregate fifty (50%) of the Warrant Shares Amount (as defined in the Warrant Agreement). The provisions of this Section 4 shall not be applicable, and Coleman Parent shall be free to Transfer any and all shares of Sunbeam Common Stock, Warrants and Warrant Shares, (i) following any change of control of Sunbeam or (ii) in connection with any transaction in which the holders of all of the outstanding shares of Sunbeam Common Stock have the opportunity to Transfer at least 50% of their shares of Sunbeam Common Stock on the same terms. The provisions of this Section 4 shall supersede any and all other restrictions on Transfer that Coleman Parent or any of its Affiliates may have agreed to with Sunbeam or any of its Affiliates.
Restrictions on Transfer of Securities. (a) Transfer of Securities Other than Executive Securities. The holders of Securities (other than Lee xxx CIVC) shall not sell, transfer, assign, pledge, be redeemed, have repurchased, or otherwise dispose of (a "Transfer") any interest in any Stockholder Shares or Partnership Securities (other than Executive Securities pursuant to the Executive Agreements) without the prior written consent of Lee (xxich consent will not be unreasonably withheld), except pursuant to (i) the provisions of this paragraph 2, (ii) pursuant to a Public Sale or (iii) pursuant to a Sale of the Company or Sale of the Partnership. Notwithstanding the foregoing, neither Lee xxx CIVC will sell, transfer or otherwise convey any Securities to any person who directly or indirectly owns (beneficially or otherwise) more than 5% of any class of securities of any entity engaged in the yellow pages business without the prior written consent of the other party other than pursuant to a Sale of the Company or a Sale of the Partnership.
