Registration Rights Restrictions on Transfer Sample Clauses

Registration Rights Restrictions on Transfer a. Parent and Xxxxxx each hereby agree that (i) all shares of Parent Common Stock issued to Xxxxxx pursuant to Paragraph 2 hereunder and all other shares of Parent Common Stock received by Xxxxxx in connection with the merger provided for in the ARCP Merger Agreement shall be deemed to be Registrable Securities under (and as defined in) the Registration Rights Agreement, dated as of April 5, 2013 (the “Registration Rights Agreement”), by and among the Company, Xxxx and the other individuals listed on the signature pages thereto, including Xxxxxx, (ii) all shares of ARCP Common Stock issued in the ARCP Transaction in respect of shares of Company Common Stock that are, as of the date hereof, or that will be, as of Closing, Registrable Securities under the Registration Rights Agreement shall continue to be Registrable Securities following the effective time of the ARCP Transaction pursuant to the terms of the ARCP Merger Agreement, and (iii) following the effective time of the ARCP Transaction, all obligations of the Company pursuant to the terms of the Registration Rights Agreement shall be obligations of Parent.
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Registration Rights Restrictions on Transfer. The parties hereto covenant and agree as follows:
Registration Rights Restrictions on Transfer a. Parent and Holland each hereby agree that (i) all shares of Parent Common Stock issued to Holland pursuant to Paragraph 2 hereunder and all other shares of Parent Common Stock received by Holland in connection with the merger provided for in the ARCP Merger Agreement shall be deemed to be Registrable Securities under (and as defined in) the Registration Rights Agreement, dated as of April 5, 2013 (the “Registration Rights Agreement”), by and among the Company, Xxxx and the other individuals listed on the signature pages thereto, including Holland, (ii) all shares of ARCP Common Stock issued in the ARCP Transaction in respect of shares of Company Common Stock that are, as of the date hereof, or that will be, as of Closing, Registrable Securities under the Registration Rights Agreement shall continue to be Registrable Securities following the effective time of the ARCP Transaction pursuant to the terms of the ARCP Merger Agreement, and (iii) following the effective time of the ARCP Transaction, all obligations of the Company pursuant to the terms of the Registration Rights Agreement shall be obligations of Parent.
Registration Rights Restrictions on Transfer. Purchaser and Vendor agree that Vendor’s acceptance of the Equity Consideration a part of the consideration for its sale of the Purchased Assets is based on Vendor’s expectation of being able to sell the Equity Consideration as soon as practicable following the Effective Date pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”). Purchaser agrees that it shall, promptly, but in no event later than thirty-five (35) calendar days following the delivery of the Equity Consideration pursuant to the Installment Schedule, file (or cause to be filed) a registration statement (the “Registration Statement”) under the Securities Act covering the resale of the Equity Consideration with the U.S. Securities and Exchange Commission (the “SEC”), and to promptly do, or cause to be done, and to assist and cooperate in doing, all things reasonably necessary, proper or advisable under applicable Laws to cause the Registration Statement to be declared effective by the SEC as soon as practicable, but in no event later than ninety (90) calendar days following the filing thereof (the “Target Effective Date”). Vendor agrees that it shall not, prior to the date of delivery of Installment C pursuant to the Installment Schedule (the “Final Closing”), offer, sell, contract to sell, grant any option or contract to purchase or otherwise dispose of, directly or indirectly, any shares of the Equity Consideration, other than to any entity that is controlled by Vendor and that agrees to be bound by this Section 4.8.
Registration Rights Restrictions on Transfer. (a) Registration Procedures and Expenses. Parent shall:
Registration Rights Restrictions on Transfer 

Related to Registration Rights Restrictions on Transfer

  • Registration Restrictions on Transfer 3 2.1 Restrictions on Transfer......................................................3

  • 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."

  • Exchange and Registration of Transfer of Notes; Restrictions on Transfer Depositary 16 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 22 Section 2.07. Temporary Notes 23 Section 2.08. Cancellation of Notes Paid, Converted, Etc. 24 Section 2.09. CUSIP Numbers 24 Section 2.10. Additional Notes; Repurchases 24

  • Other Restrictions on Transfer The restrictions on Transfer contained in this Agreement are in addition to any other restrictions on Transfer to which a Stockholder may be subject, including any restrictions on transfer contained in any equity incentive plan, restricted stock agreement, stock option agreement, stock subscription agreement or other agreement to which such Stockholder is a party or instrument by which such Stockholder is bound.

  • 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 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 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 Units Until the vesting of, and lapse of the restrictions applicable to, any Units and the delivery of Shares in payment therefor, Units may not be sold, transferred, pledged, exchanged, hypothecated or disposed of by you and shall not be subject to execution, attachment or similar process.

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