Acquisition of Stock; Restrictions on Transfer Sample Clauses

Acquisition of Stock; Restrictions on Transfer. On the Closing Date (as hereinafter defined), the Shareholders shall convey, transfer and assign, upon the terms and conditions herein set forth, to Buyer, free and clear of all liens, security interests, pledges, claims and encumbrances of every kind, nature and description, and Buyer shall accept from the Shareholders, ONE HUNDRED PERCENT (100%) of the outstanding capital stock of Company held by the Shareholders in exchange for (a) Common Stock of Buyer representing a total market value (calculated based on the average closing price of Buyer's Common Stock for the five (5) market days prior to the Closing Date (as hereinafter defined)) of FIVE MILLION DOLLARS ($5,000,000) on the Closing Date to be delivered within ten (10) days of the Closing (as hereinafter defined) to each Shareholder in the amount set forth on Schedule 2.1. Buyer Stock is deemed "Restricted Securities" as defined by Rule 144 of the 1933 Act (as defined herein). Further, once Buyer Stock becomes freely tradable, each of the three largest Shareholders listed on Exhibit A shall not trade more than twenty percent (20%) of its shares during any single quarter. This Stock Purchase Agreement is intended as a plan of reorganization within the provisions of ss.368(a) of the Internal Revenue Code of 1986, as amended.
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Acquisition of Stock; Restrictions on Transfer. On the Closing Date (as hereinafter defined), the Shareholders shall convey, transfer and assign, upon the terms and conditions herein set forth, to Buyer, free and clear of all liens, security interests, pledges, claims and encumbrances of every kind, nature and description, and Buyer shall accept from the Shareholders, ONE HUNDRED PERCENT (100%) of the outstanding capital stock of Company held by the Shareholders in exchange for TEN MILLION (10,000,000) shares of Buyer's Common Stock on the Closing Date to be delivered as defined in Exhibit D to each Shareholder in the amount set forth on Exhibit A(2). Buyer Stock is deemed "Restricted Securities" as defined by Rule 144 of the 1933 Act (as defined herein). This Stock Purchase Agreement is intended as a plan of reorganization within the provisions of Sec. 368(a) of the Internal Revenue Code of 1986, as amended.
Sample 1
Acquisition of Stock; Restrictions on Transfer. On or before October 7, 2002, (the "Closing Date"), the Seller shall convey, transfer and assign to the Buyer, free and clear of all liens, security interests, pledges, claims and encumbrances of every kind, nature and description (except as set forth in paragraph 3 below), and the Buyer shall accept from the Seller, all but not less than Three Million (3,000,000) shares of the Seller's common stock held by the Seller (the "Stock") in exchange for $15,000 in cash, receipt of which is hereby confirmed by the Buyer.
Sample 1
Acquisition of Stock; Restrictions on Transfer. On the Closing Date (as hereinafter defined), the Shareholders shall convey, transfer and assign, upon the terms and conditions herein set forth, to Buyer, free and clear of all liens, security interests, pledges, claims and encumbrances of every kind, nature and description, and Buyer shall accept from the Shareholders, ONE HUNDRED PERCENT (100%) of the outstanding capital stock of Company held by the Shareholders in exchange for ONE HUNDRED THOUSAND (100,000) shares of Buyer's Common Stock on the Closing Date to be delivered within ten (10) days of the Closing (as hereinafter defined) to each Shareholder in the amount set forth on Exhibit A(2). Buyer Stock is deemed "Restricted Securities" as defined by Rule 144 of the 1933 Act (as defined herein). This Stock Purchase Agreement is intended as a plan of reorganization within the provisions of Sec. 368(a) of the Internal Revenue Code of 1986, as amended.
Sample 1

Related to Acquisition of Stock; Restrictions on Transfer

  • General Restrictions on Transfer (a) Each Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained in this Agreement.

  • Restrictions on Transfer of Stock The shares of Common Stock granted hereunder may not be sold, tendered, assigned, transferred, pledged or otherwise encumbered prior to the earliest of:

  • Additional Restrictions on Transfer (a) The certificates representing shares of Executive Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE ISSUER (THE "COMPANY") AND AN EMPLOYEE OF THE COMPANY DATED AS OF MAY 16, 1997, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."

  • Other Restrictions on Transfer The restrictions on transfer contained in this Agreement are in addition to any other restrictions on transfer to which an Investor may be subject, including any restrictions on transfer contained in the Company’s certificate of incorporation, stock option or warrant agreement, stock purchase agreement or other agreement to which such Investor is a party or by which such Investor is bound or any applicable lock up rules and regulations of any national securities exchange or market or national securities association.

  • Restrictions on Transfer of Restricted Shares The Restricted Shares subject to this grant may not be assigned, exchanged, pledged, sold, transferred or otherwise disposed of by Grantee, except to the Company, until the Restricted Shares have become nonforfeitable in accordance with Sections 3, 4 and 5 hereof. The Grantee’s rights with respect to such purported transfer in violation of the provisions of this Section 2 of this Agreement shall be null and void, and the purported transferee shall obtain no rights with respect to such Restricted Shares.

  • Restrictions on Transfer of Option This Agreement and the Option shall not be transferable otherwise than (a) by will or by the laws of descent and distribution or (b) by gift to any Family Member of the Optionee, and the Option shall be exercisable, during the Optionee’s lifetime, solely by the Optionee, except on account of the Optionee’s Permanent and Total Disability or death, and solely by the transferee in the case of a transfer by gift to a Family Member of the Optionee.

  • Restrictions on Transfer (a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

  • Restrictions on Transfer of Shares No shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Optionee), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Option Agreement and, except pursuant to an Ownership Change Event, until the date on which such shares become Vested Shares, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

  • Restrictions on Transfer of RSUs Subject to Section 15 of the Plan, neither the RSUs evidenced hereby nor any interest therein or in the Common Stock underlying such RSUs shall be transferable prior to payment to the Grantee pursuant to Section 5 hereof other than by will or pursuant to the laws of descent and distribution.

  • Restrictions on Transfer of Award This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

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