Restrictions on Transfers of Stock. (a) Notwithstanding anything to the contrary contained herein, no Stockholder shall Transfer any Stock, except for Sales in bona fide transactions for value complying with the provisions of this Section 3 and Permitted Transfers. The Company shall not reflect on its books any Sale of Stock, unless (a) the Sale is pursuant to an effective registration statement under the Securities Act and under any applicable state securities or blue sky laws, or (b) the Selling Stockholder shall have furnished the Company with evidence reasonably satisfactory to the Company that no such registration is required because of the availability of an exemption from registration under the Securities Act and under applicable state securities or blue sky laws. A written opinion of counsel of recognized standing to the effect set forth in clause (b) of the preceding sentence shall satisfy the requirements of such clause.
Restrictions on Transfers of Stock. Each Shareholder hereby agrees that, during the term of this Agreement, all Shares owned by such Shareholder shall be subject to the terms and conditions of this Agreement. No Shareholder may Transfer any Shares, either voluntarily or involuntarily, except as permitted by, and in compliance with, the provisions of this Agreement and any attempted or purported Transfer which is not permitted by, and which is not in compliance with, the provisions of this Agreement shall be void and ineffective for all purposes. For purposes of this Agreement, (a) a “Transfer” shall mean any direct or indirect transfer, sale, assignment, exchange, mortgage, pledge, hypothecation or other disposition of any Shares; (b) any Person to whom Shares have been Transferred, directly or indirectly, is sometimes individually referred to hereinafter as a “Transferee”; and (c) a “Permitted Transferee” shall mean with respect to any Shareholder who is a natural person, such Shareholder's spouse and descendants (whether natural or adopted), any trust formed solely for the benefit of the Shareholder and/or the Shareholder's spouse and/or descendants (whether natural or adopted), and the Estate of a deceased Shareholder (or the Personal Representative thereof) pending the administration of such Estate and provided that, upon termination of such Estate, the Shares held by such Estate (or Personal Representative) are Transferred in accordance with this Agreement.
Restrictions on Transfers of Stock. The Company may impose restrictions on any shares of Company stock you acquire by exercising an Option, including restrictions related to applicable securities laws, the rules of any national securities exchange or system on which Company stock is listed or traded.
Restrictions on Transfers of Stock. 4 Section 3.1 Restrictions on Transfer...............................................................4 Section 3.2 Offer..................................................................................5 Section 3.3 Option to Genesis Stockholders.........................................................5 Section 3.4 Delivery after Exercise................................................................6 Section 3.5
Restrictions on Transfers of Stock. The shares to be acquired ---------------------------------- upon exercise of the Warrant may not be sold or offered for sale except (i) pursuant to an effective registration statement under the Securities Act of 1933 (the "Act") or any applicable state securities laws, (ii) in a transaction satisfying the requirements of Rule 144 promulgated under the Act, or (iii) in a transaction which, in the opinion of counsel for the Company, is exempt from the registration provisions of the Act or applicable state securities laws. Any certificate representing shares acquired upon exercise of the Warrant may bear the following legend: The shares of Common Stock represented by this certificate are restricted securities as that term is defined under Rule 144 promulgated under the Securities Act of 1933, as amended (the "Act"). These shares may not be sold, transferred or disposed of unless they are registered under the Act, sold in a transaction satisfying the requirements of Rule 144 or unless the request to transfer is accompanied by an opinion of counsel acceptable to the issuer, that the transfer will not result in a violation of the Act or any applicable state securities laws.
Restrictions on Transfers of Stock. The Participant agrees for himself/herself and his/her heirs, legatees and legal representatives, with respect to all shares of Stock acquired pursuant to the terms and conditions of this Agreement (or any shares of Stock issued pursuant to a stock dividend or stock split thereon or any securities issued in lieu thereof or in substitution or exchange therefor), that he/she and his/her heirs, legatees and legal representatives will not sell or otherwise dispose of such shares except pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Act"), or except in a transaction which, in the opinion of counsel for the Company, is exempt from registration under the Act. As further conditions to the issuance of the Option Shares, the Participant agrees for himself/herself, and his/her heirs, legatees and legal representatives, prior to such issuance, to execute and deliver to the Company such investment representations and warranties, and to take such other actions, as counsel for the Company determines may be necessary or appropriate for compliance with the Act and any applicable securities laws. Unless otherwise determined by the Board, the Participant agrees that any certificate representing shares of Stock acquired upon exercise of the Option shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT, PURSUANT TO RULE 144 OR PURSUANT TO AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, AND SUCH QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE STATE SECURITIES LAWS.
Restrictions on Transfers of Stock. It shall be a condition of the obligation of the Company to issue or transfer shares of Stock upon exercise of the Option, that the Participant (or his representatives or legatees) (a) execute and deliver to the Company such investment representations and warranties, and to take such other actions, as counsel for the Company determines may be necessary or appropriate for compliance with the Securities Act and any applicable securities laws; and (b) execute a restrictive stock transfer agreement in the form provided by the Company if so demanded by the Committee and agree that the shares received upon exercise of the Option will be subject to certain restrictions on sale or transfer as necessary to comply with applicable state and federal securities laws, as determined by the Committee. The Participant agrees that any certificate representing shares acquired upon exercise of the Option may bear a legend to such effect. If the Participant (or his representatives or legatees) fails to comply with this paragraph 8, the Company may refuse to issue or transfer shares of Stock upon exercise of the Option.
Restrictions on Transfers of Stock. (a) No Shareholder shall Transfer any Stock, whether owned on the date hereof or acquired hereafter, without first complying with the provisions of Section 5 hereof and then, in each case as applicable, complying with the provisions of Section 6 hereof, provided that the foregoing shall not be deemed to prohibit pledges of Stock effected by Shareholders prior to the date in accordance with the terms of the Prior Shareholder Agreement as long as such terms continue to be applicable to such transfers. Notwithstanding any other provision hereof, no Senior Management Shareholder may Transfer any Stock if, after giving effect to such Transfer, such Senior Management Shareholder shall have Transferred in the aggregate an amount of Common Stock in excess of 5%
Restrictions on Transfers of Stock. (a) No Miletos Stockholder shall Transfer any Stock prior to the first anniversary of the execution of this Agreement, whether owned on the date hereof or acquired hereafter, without first, if applicable, complying with the provisions of Section 5 hereof if, after giving effect to such Transfer, such Miletos Stockholder shall have Transferred in the aggregate an amount of Common Stock in excess of 5% of the outstanding Common Stock held by such Miletos Stockholder as of the date hereof, except that (i) any Miletos Stockholder may Transfer Stock in connection with the bona fide merger of the Company or bona fide sale of all or substantially all of the assets or equity securities of the Company, (ii) any Miletos Stockholder may Transfer Stock in connection with a Permitted Transfer, and (iii) any Miletos Stockholder may make the Transfers required or permitted by the Miletos Escrow and (iv) any Transfer pursuant to a Public Sale, provided such sale under this clause (iv) is within the limitations set forth in paragraph 4(c), below.
Restrictions on Transfers of Stock. (a) No Shareholder shall Transfer any Stock, whether owned on the date hereof or acquired hereafter, without first, if applicable, complying with the provisions of Section 6 hereof and then, in each case as applicable, complying with the provisions of Section 7 hereof; provided that Beacon may Transfer up to 500,000 of its shares of Stock to any Affiliate or business associate of Beacon or its Affiliates without the need to comply with the provisions of Sections 6 or 7 (but, subject to the provisions of Section 4(b)). Notwithstanding any other provision hereof, no Management Shareholder may Transfer any Stock if, after giving effect to such Transfer, such Management Shareholder shall have Transferred in the aggregate an amount of Stock in excess of 5% of the outstanding Stock held by such Management Shareholder as of the date hereof, except that (i) from and after a Qualified IPO a Management Shareholder may Transfer Stock, (ii) a Management Shareholder may Transfer Stock in connection with the bona fide merger of the Company or bona fide sale of all or substantially all of the assets or equity securities of the Company, and (iii) a Management Shareholder may Transfer Stock as set forth in Section 5. Except with respect to Transfers of Stock by Management Shareholders described in Section 5, each Management Shareholder shall, prior to any Transfer of Stock permitted by this Section 4, comply with the provisions of Sections 6 and 7 hereof, in each case as applicable.
