Certain Restrictions on the Purchase of Shares Sample Clauses

Certain Restrictions on the Purchase of Shares. From the date of this Agreement until the first day after the Second Anniversary, Stockholder shall not enter into, and shall not permit any Tax Related Party to enter into, and Stockholder shall take and shall cause each Tax Related Party to take commercially reasonable actions to prevent any Tax Affiliate from entering into, any transaction or series of transactions pursuant to which, for purposes of Section 355(e) of the Code, Stockholder, any Tax Related Party or any Tax Affiliate (i) would acquire (other than solely by reason of the constructive ownership rules contained in Section 355(e)(4)(C)(ii) of the Code) any Equity Securities or any rights, warrants or options to acquire, or securities convertible into or exchangeable for, any Equity Securities or (ii) would acquire (other than solely by reason of the constructive ownership rules contained in Section 355(e)(4)(C)(ii) of the Code) (x) any interest in any Equity Securities, (y) any instrument that is treated, for purposes of Section 355(e) of the Code, as an option to acquire any interest in any Equity Securities or (z) any other security or instrument (including any derivative contract), the value of which is determined principally by reference to Equity Securities, or enter into any agreement, understanding or arrangement or any substantial negotiations with respect to any such transaction. Notwithstanding the foregoing, nothing in this Section 2.1 shall preclude Stockholder and its Tax Related Parties from acquiring ownership of Equity Securities (i) directly from the Company or its predecessors (including pursuant to the Investment Agreement), (ii) in exchange for EchoStar stock in the Merger or (iii) on settlement of the CVRs (as defined in the Investment Agreement) or pursuant to Section 4.04 of the Investment Agreement.
Sample 1
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Certain Restrictions on the Purchase of Shares. From the date of this Agreement until the first day after the Second Anniversary, Stockholders agree that each Stockholder shall not, and shall not permit any of its Tax Related Parties to, directly or indirectly, enter into any transaction or series of transactions pursuant to which any Stockholder or any of its Tax Related Parties (i) would acquire, directly or indirectly as determined for purposes of Section 355(e) of the Code, any Equity Securities or any rights, warrants or options to acquire, or securities convertible into or exchangeable for, any such Equity Securities or (ii) would acquire, directly or indirectly, as determined for purposes of Section 355(e) of the Code, (x) any interest in any Equity Securities, (y) any instrument that is treated, for purposes of Section 355(e) of the Code, as an option to acquire any interest in any Equity Securities or (z) any other security or instrument (including any derivative contract), the value of which is determined principally by reference to Equity Securities, or enter into any agreement, understanding or arrangement or any substantial negotiations with respect to any such transaction. Notwithstanding the foregoing, a Stockholder shall be permitted to acquire ownership of Equity Securities directly from the Company, including options to acquire Equity Securities issued to such Stockholder by the Company in compensatory arrangements that comply with the applicable safe harbor for purposes of Section 355(e) of the Code and the regulations thereunder.
Sample 1

Related to Certain Restrictions on the Purchase of Shares

  • Restrictions on Transfer of Shares No shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Optionee), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Option Agreement and, except pursuant to an Ownership Change Event, until the date on which such shares become Vested Shares, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

  • 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.

  • Other Restrictions on Transfer The restrictions on transfer contained in this Agreement are in addition to any other restrictions on transfer to which an Investor may be subject, including any restrictions on transfer contained in the Company’s certificate of incorporation, stock option or warrant agreement, stock purchase agreement or other agreement to which such Investor is a party or by which such Investor is bound or any applicable lock up rules and regulations of any national securities exchange or market or national securities association.

  • Restrictions on Transfer (a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

  • Restrictions on Transfer of Stock The shares of Common Stock granted hereunder may not be sold, tendered, assigned, transferred, pledged or otherwise encumbered prior to the earliest of:

  • Restrictions on Sale of Shares Optionee represents and agrees that, upon Optionee's exercise of the Option in whole or part, unless there is in effect at that time under the Securities Act of 1933 a registration statement relating to the shares issued to him, he will acquire the shares issuable upon exercise of this Option for the purpose of investment and not with a view to their resale or further distribution, and that upon each exercise thereof Optionee will furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. Optionee agrees that any certificates issued upon exercise of this Option may bear a legend indicating that their transferability is restricted in accordance with applicable state or federal securities law. Any person or persons entitled to exercise this Option under the provisions of Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under circumstances in which Optionee would be required to furnish such a written statement, also furnish to the Company a written statement to the same effect, satisfactory to the Company in form and substance.

  • Certain Restrictions (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

  • Restrictions on Transfer of Option This Agreement and the Option shall not be transferable otherwise than (a) by will or by the laws of descent and distribution or (b) by gift to any Family Member of the Optionee, and the Option shall be exercisable, during the Optionee’s lifetime, solely by the Optionee, except on account of the Optionee’s Permanent and Total Disability or death, and solely by the transferee in the case of a transfer by gift to a Family Member of the Optionee.

  • Restrictions on Issuance of Shares If at any time the Board shall determine in its discretion, that listing, registration or qualification of the shares of Stock covered by the Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the exercise of the Option, the Option may not be exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board.

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