Restrictions on Transfer and Resale. Each Purchaser agrees that he shall not pledge, hypothecate, sell, transfer, assign or otherwise dispose of part or all of the Notes, the Warrants or the Underlying Shares until:
Restrictions on Transfer and Resale. (a) The undersigned agrees that until the fourth anniversary of the date on which the Shares are originally issued to the undersigned pursuant to this Agreement, the undersigned shall not, directly or indirectly, sell, offer to sell, contract to sell, grant any option to purchase, or otherwise transfer or dispose of (collectively, "Transfer") any Shares purchased pursuant to this Agreement without the prior written consent of the Company (which may be withheld at its discretion and may be offered to some stockholders and not to others); provided, however, that, if the Company closes an initial public -------- ------- offering of Common Stock registered under the Securities Act of 1933, as amended (the "Act"), such restriction will in all events lapse with respect to one-third of such Shares on the first anniversary of the date of such closing and with respect to an additional one-third of such Shares on each of the second and third anniversaries of the date of such closing. The foregoing restriction on Transfer will not, however, restrict charitable gifts which in any 12-month period do not exceed 10% of the Shares originally purchased by the undersigned pursuant to this Agreement (provided that the donee agrees to be bound by such restrictions on Transfer by instrument satisfactory to the Company). For purposes of this Agreement, a Transfer of Shares will be deemed to include any transaction involving the sale or purchase of common stock of the Company or contracts relating to the purchase or sale thereof (such as "shorting against the box" or hedging or using derivative instruments) that is intended to eliminate or reduce the market risk of owning the Shares purchased by the undersigned pursuant to this Agreement.
Restrictions on Transfer and Resale. (a) The undersigned agrees that until the first anniversary of the date on which the Shares are originally issued to the undersigned pursuant to this Agreement, the undersigned shall not, directly or indirectly, sell, offer to sell, contract to sell, grant any option to purchase, or otherwise transfer or dispose of (collectively, "Transfer") any Shares purchased pursuant to this Agreement without the prior written consent of the Company (which may be withheld at its discretion and may be offered to some stockholders and not to others). For purposes of this Agreement, a Transfer of Shares will be deemed to include any transaction involving the sale or purchase of common stock of the Company or contracts relating to the purchase or sale thereof (such as "shorting against the box" or hedging or using derivative instruments) that is intended to eliminate or reduce the market risk of owning the Shares purchased by the undersigned pursuant to this Agreement.
Restrictions on Transfer and Resale. Such Purchaser understands that: (i) the Common Stock Warrants, Common Stock Warrant Shares, Milestone Pre-Funded Warrants and Milestone Pre-Funded Warrant Shares have not been registered under the Securities Act or any U.S. state or non-U.S. securities laws; (ii) such Purchaser agrees that if it decides to offer, sell or otherwise transfer any of the Common Stock Warrants, Common Stock Warrant Shares, Milestone Pre-Funded Warrants or Milestone Pre-Funded Warrant Shares, such Securities may be offered, sold or otherwise transferred only: (A) pursuant to an effective registration statement under the Securities Act; (B) to the Company; (C) pursuant to offers and sales that occur in an “offshore transaction” within the meaning of Regulation S under the Securities Act and in compliance with local laws; or (D) within the United States (1) in accordance with the exemption from registration under the Securities Act provided by Rule 144 thereunder, when available, or (2) in any other transaction that does not require registration under the Securities Act. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
Restrictions on Transfer and Resale. (a) The Shares may not be transferred without the Company's written consent except by will, by the laws of descent and distribution and in accordance with the provisions of Section 5(b) herein and Sections 7 and 8, if applicable.
Restrictions on Transfer and Resale. (a) Except for the Transfer by Algeco to the parties listed on Schedule 1 hereto on or following the date hereof, Arrow and Algeco agree that, without the prior written consent of Deutsche Bank and Bank of America Xxxxxxx Xxxxx, in their capacity as PEAC’s initial underwriters, neither Arrow nor Algeco nor any of their respective Permitted Transferees shall Transfer any Registrable Securities beneficially owned by such Holders until such date that is 180 days from the date hereof.
