Stock Restriction definition

Stock Restriction means, with respect to the capital stock or other equity securities of a Person, any option, right of first refusal, right of first offer or restriction of any kind, including any restriction on voting, transfer, alienation, receipt of income or exercise of any other attribute of ownership, but specifically excluding any restrictions imposed by applicable Law.
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Stock Restriction means the following restriction on the transferability of the Parent Stock: subject to the requirements of applicable securities laws, (i) one-third of the number of shares of Parent Stock held by any Member shall become free from the imposition of restriction upon transfer imposed by this Agreement upon the first anniversary of the Closing Date; and (ii) the remaining two-thirds of the number of shares of Parent Stock held by any Member shall become free from the imposition of restriction upon transfer imposed by this Agreement upon the second anniversary of the Closing Date. Any transfer or attempted transfer of the Parent Stock other than in compliance with the foregoing shall be void and of no force or effect. Certificates representing the Parent Stock shall bear a legend as follows for so long as such shares remain in escrow but which shall be removed once such shares are released from the Escrow Fund; provided that the first such legend set forth immediately below is not required by Rule 144 under the Securities Act (the Parent’s transfer agent will be similarly notified with respect to such certificates and any electronic account entries): THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF THE VARIOUS STATES, AND HAVE BEEN ISSUED AND SOLD PURSUANT TO AN EXEMPTION FROM THE ACT, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED BY THE HOLDER THEREOF AT ANY TIME EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT COVERING THESE SHARES, OR (2) UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT THESE SHARES MAY BE TRANSFERRED WITHOUT REGISTRATION. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS AS SET FORTH IN AN AGREEMENT AND PLAN OF MERGER DATED May 16, 2008, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION. If requested by a Member in writing to the Secretary of Parent, such legend shall be removed from the appropriate certificates representing the Parent Stock on the appropriate anniversary date.
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Stock Restriction means a transfer restriction, or any right or obligation under a right of first refusal agreement, co-sale agreement, market stand-off agreement, drag-along agreement, put/call agreement and the like entered into in connection with the acquisition, disposition or transfer of any Publicly Traded Securities and Private Securities.
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Examples of Stock Restriction in a sentence

  • The Decree on E-Commerce (Decree 57) issued in June 2006 has regulated in more detail the use of transaction documents in the form of data messages in trade.The Vietnamese government continues to attempt to keep close control of all websites established in Vietnam.

  • Upon conversion of this Note pursuant to this Section 2, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company, together with any other documents reasonably requested by the Company, including without limitation a Stock Restriction Agreement.

  • Entered into a Stock Restriction Agreement with certain shareholders under which 9,218,777 outstanding shares of common stock will be restricted from sale and transfer upon the completion of the offering contemplated by the preliminary prospectus (Note 8), to be released from restriction in one-sixth increments commencing on the date the common stock is listed for trading on the Canadian Securities Exchange and every six months thereafter.

  • Each of the shareholders of Target Holding, all of whom are listed on Schedule 3.24, as a condition to closing of the Holding Company Merger, will execute and deliver (i) the Stock Restriction Agreement, (ii) a Subchapter S67 Election form, and (iii) the Investment Intent Letter attached to this Agreement in the form of Exhibit D.

  • Stock Restriction Agreement dated November 17, 2014 between the Company and certain shareholders of the Company.

  • The following table sets out information on the shareholders and number of Shares subject to the terms of the Stock Restriction Agreement: (1) Based on 12,600,000 issued and outstanding Shares.(2) Based on 17,600,000 issued and outstanding Shares.(3) Assuming the Over-Allotment Option is exercised in full and based on 18,350,000 issued and outstanding Shares.

  • Stock Restriction Agreement means the stock restriction agreement dated November 17, 2014between the Company and certain shareholders of the Company.

  • Baylinson.(2) 10.10 Executive Employment, Non-Compete, Confidentiality and Stock Restriction Agreement by and between the Company and Lynn P.

  • Executive Employment, Non-Compete, Confidentiality and Stock Restriction Agreement by and between the Company and Lynn P.

  • The sale, pledge, or transfer of the Merger Shares is also subject to the restrictions of the Stock Restriction Agreement attached to this Agreement in the form of Exhibit C.


More Definitions of Stock Restriction

Stock Restriction. Stock purchased pursuant to this option before the first anniversary of the grant will be subject to a repurchase option in favor of the Company at the Exercise Price if your employment with the Company is terminated by you without Constructive Termination (as defined below), or by the Company for Cause (as defined below), prior to the first anniversary of the grant.
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Related to Stock Restriction

  • Put Restriction means the days between the beginning of the Pricing Period and Closing Date. During this time, the Company shall not be entitled to deliver another Put Notice.

  • Investment Restrictions means the investment restrictions of the Fund as set forth in the Declaration of Trust including, without limitation, those described in section 2.0 of this Annual Information Form.

  • Ownership Restrictions means collectively the Ownership Limit as applied to Persons other than the Initial Holder or Look-Through Entities, the Initial Holder Limit as applied to the Initial Holder and the Look-Through Ownership Limit as applied to Look-Through Entities.

  • SEC Restrictions has the meaning set forth in Section 2(b).

  • Company Restricted Shares means shares of Company Common Stock granted under a Company Equity Plan, or issued upon “early exercise” of an option granted under a Company Equity Plan, that remain subject to one or more unsatisfied vesting or vesting-equivalent forfeiture or repurchase conditions.

  • Company Restricted Stock means each share of restricted Company Common Stock issued by the Company, which is subject to vesting conditions and rights to repurchase or reacquire by the Company, whether granted by the Company pursuant to a Company Option Plan, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.

  • Restricted Stock Agreement means the agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.

  • Restricted Share Agreement means the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares.

  • Payment Restriction shall have the meaning set forth in Section 6.1.

  • Company Restricted Share means each restricted share of Company Common Stock outstanding as of the Effective Time granted pursuant to any equity or compensation plan or arrangement of the Company.

  • Company Restricted Stock Award means each award with respect to a share of restricted Company Common Stock outstanding under any Company Stock Plan that is, at the time of determination, subject to forfeiture or repurchase by the Company.

  • Forfeiture Restrictions means any prohibitions and restrictions set forth herein with respect to the sale or other disposition of Shares issued to the Recipient hereunder and the obligation to forfeit and surrender such shares to the Company.

  • Age-restricted unit means a housing unit designed to meet the needs of, and exclusively for, the residents of an age-restricted segment of the population such that: 1) all the residents of the development wherein the unit is situated are 62 years of age or older; or 2) at least 80 percent of the units are occupied by one person who is 55 years of age or older; or 3) the development has been designated by the Secretary of the U.S. Department of Housing and Urban Development as “housing for older persons” as defined in Section 807(b)(2) of the Fair Housing Act, 42 U.S.C. § 3607.

  • Restricted Share Units means an Award which may be earned in whole or in part upon the passage of time or the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator.

  • Internal lot restriction means a platted note, platted demarcation, or platted designation that:

  • Company Restricted Stock Unit means any restricted stock unit award subject to service-based vesting, payable in shares of Company Common Stock or the value of which is determined with reference to the value of shares of Company Common Stock, whether granted under a Company Stock Plan or otherwise.

  • Transfer Restriction means any condition to or restriction on the ability of the Subscriber to pledge, sell, assign or otherwise transfer the Shares under any organizational document, policy or agreement of, by or with the Company, but excluding the restrictions on transfer described in paragraph 6(c) of this Subscription Agreement with respect to the status of the Shares as “restricted securities” pending their registration for resale or transfer under the Securities Act in accordance with the terms of this Subscription Agreement.

  • Restricted Share Award means an award of Restricted Shares.

  • Dealing Restrictions means restrictions imposed by statute, order, regulation or Government directive, or by the Model Code or any code adopted by the Company based on the Model Code and for this purpose the Model Code means the Model Code on dealings in securities set out in Listing Rule 9, annex 1 (of the London Stock Exchange), as varied from time to time;

  • Restricted Share Unit means the right granted to a Participant pursuant to Article 7 to receive a Share at a future date.

  • Deed Restrictions means the deed restrictions to be recorded with respect to the Land, which deed restrictions shall be subject to the Director's approval and shall be commensurate with the nature and purpose of the Land as stated in the Recipient's application for grant funds under Revised Code Sections 164.20 through 164.27. The Deed Restrictions shall be perpetual and shall not be amended, released, extinguished or otherwise modified without the prior written approval of the Director, in the Director's sole discretion, who shall have full enforcement authority, as set forth more specifically in Section IX of this Agreement.

  • Restricted Shares shall have the respective meanings set forth in Section 2.14.

  • Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.

  • Restricted Stock Unit Agreement means the agreement consistent with the terms of the Plan between the Company and the recipient of a Restricted Stock Unit that contains the terms, conditions and restrictions pertaining to such Restricted Stock Unit.

  • Restricted Stock means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan, or issued pursuant to the early exercise of an Option.