Agreement of Shareholder Sample Clauses

Agreement of Shareholder. The Shareholder hereby agrees and acknowledges that he or she will benefit greatly from the Company's proposed public offering of common stock and that as further inducement to the Company to register the Shares for resale by the Shareholder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Shareholder hereby agrees with the Company as follows: 1. The Shareholder will not, directly or indirectly, without the prior written consent of the Company, sell, offer to sell, assign, hypothecate, grant any right to purchase any interest in, or otherwise dispose of any of the Shares owned directly, indirectly or beneficially by the Shareholder on the effective date of the Registration Statement filed in connection with the Company's public offering for a period (the "Lockup Period") ending on the later of: (a) the first business day which is 120 days after the date of the definitive Prospectus used by the Company in the public offering of common stock of the Company, or (b) 30 days following the completion by the Company of the public offering, as evidenced by a public announcement from the Company that the offering has been completed. 2. The Shareholder also agrees no other transfer, including gifts or private sales, will be made of the Shares owned by Shareholder during the Lockup Period unless such transfer is in compliance with applicable securities law requirements established to the satisfaction of the Company and the prospective transferee has executed and agreed to become bound by the terms and conditions of this Agreement. 3. The Shareholder further consents that the shareholders' stock certificate or certificates may be marked with a legend describing the Shareholder's agreement and that the Company may cause the Company's transfer agent to place stop transfer orders against the Shareholder's stock certificate during the Lockup Period.
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Agreement of Shareholder. The undersigned hereby acknowledges that the undersigned will benefit greatly from the Company's proposed public offering of the shares of Common Stock; and, as further inducement to the Representatives of the Underwriters to agree to act as the Representatives of the Underwriters in connection with the proposed public offering of the Company's shares of Common Stock, the terms and conditions of which underwriting will be more particularly described in the Underwriting Agreement to be entered into by the Company and the Representatives of the Underwriters, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees and represents that during the Lock Up Period, except to the extent permitted under Section 4 of this Agreement, the undersigned shall not directly or indirectly offer, sell, pledge, margin, hypothecate, or grant any option to purchase or otherwise dispose of or transfer, publicly or privately, any portion of the Shares held, whether beneficially or of record, by the undersigned as of the Effective Date of the Company's Registration Statement, or any portion of the shares of Common Stock acquired by the undersigned directly from the Company, including shares of Common Stock acquired as the result of the exercise of any options, warrants or other rights (including a right of conversion), after such Effective Date and prior to the expiration of the Lock Up Period, without NTBI's prior written consent or except as otherwise specifically provided in this Section 2. While the granting of written consent shall be made in NTBI's sole discretion, NTBI will be reasonable in granting its consent for a limited amount of sales after the Effective Date by taking into account such factors as the Company's earnings history, market conditions for the Company's shares of Common Stock, and other factors deemed relevant by NTBI. Notwithstanding anything contained in this Section 2 to the contrary, the stock certificate(s) representing the Shares held by NTBI in the undersigned's names(s) shall be released, prior to the expiration of the Lock Up Period, by NTBI if the shares of Common Stock have traded on the National Market System at a closing price equal to one hundred and fifty percent (150%) of the initial offering price of the shares of Common Stock (as priced in the definitive Prospectus included as part of the Registration Statement as of the Effective Date thereof) for a period o...
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Agreement of Shareholder 
Sample 1

Related to Agreement of Shareholder

  • Rights of Shareholder Except as otherwise provided in this instrument, the Grantee shall have no rights as a shareholder of the Corporation in respect of the Restricted Units or Common Stock for which the Award is granted; and the Grantee shall not be considered or treated as a record owner of shares of Common Stock with respect to the Restricted Units until the Common Stock is issued to Grantee and no longer subject to any of the restrictions imposed under the Award indicated in this instrument, and Common Stock is actually issued and transferred to Grantee.

  • Rights of Shareholders The Shares shall be personal property giving only the rights in this Declaration specifically set forth. The ownership of the Trust Property of every description and the right to conduct any business herein before described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any losses of the Trust or, subject to the right of the Trustees to charge certain expenses directly to Shareholders, as provided in the last sentence of Section 3.8, suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights (except as specified in this Section 6.3, in Section 11.4 or as specified by the Trustees when creating the Shares, as in preferred shares).

  • SHAREHOLDER COMMUNICATIONS ELECTION SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian “no”, the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below. YES ¨ The Custodian is authorized to release the Fund’s name, address, and share positions. NO x The Custodian is not authorized to release the Fund’s name, address, and share positions.

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • No Rights of Shareholder The Option Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or in equity.

  • Grant of Shares The Grant Date and number of Shares underlying your Restricted Stock Award are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2008 Plan.

  • Rights of a Shareholder Employee shall have no rights as a shareholder with respect to any shares covered by this Agreement until the date of issuance of a stock certificate to him for such shares. Except as otherwise provided herein, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

  • Rights of Stockholder Except as otherwise provided in Section 2 and this Section 3, during the Vesting Period and after the certificates for the Restricted Shares have been issued, the Recipient shall be entitled to all rights of a stockholder of the Company, including the right to vote and the right to receive dividends, with respect to the Restricted Shares subject to this Agreement. Subject to applicable withholding requirements, if any, dividends on the Restricted Shares shall be paid to the Recipient when earned and payable.

  • Indemnification of Shareholders If any Shareholder or former Shareholder of any Series is held personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of any entity, its general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, shall, upon request by such Shareholder or former Shareholder, assume the defense of any claim made against him or her for any act or obligation of the Series and satisfy any judgment thereon from the assets belonging to the Series.

  • Replacement of Shares If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Shares.

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