Common Stock Restrictions Sample Clauses

Common Stock Restrictions. Except with the prior written consent of MCSC, the New MCSC Shares to be delivered to the Stockholders at the Closing shall not be sold, pledged, hypothecated, gifted or otherwise transferred or disposed of until the date which is 270 days after the Closing Date and all certificates representing such shares of Common Stock shall contain a legend to such effect, as set forth in Section 3.21(g).
Sample 1Sample 2See All (7)
AutoNDA by SimpleDocs
Common Stock Restrictions. From and after the date of this Agreement, all stock and stock equivalents issued by the Company to its employees, directors, consultants and other service providers shall: (i) not allow any transfer prior to vesting except for certain estate planning transactions; (ii) be subject to a Company right of first refusal until an initial public offering; and (iii) not allow or permit any transfer or sales during a lock-up period of at least 180 days, as required by the underwriters, in conjunction with any pubic offering pursuant to a registration statement.
Sample 1Sample 2Sample 3
Common Stock Restrictions. All Company Common Stock issued to Company employees or consultants will (a) be nontransferable before vesting, except for certain estate planning transfers, (b) be subject to a first refusal right in the Company’s favor until the closing of an initial public offering, and (c) be subject to a market stand-off provision such that no transfers or sales are permitted during a lock-up period of 180 days, subject to extension in connection with FINRA and NYSE rules, as required by underwriters in connection with an initial public offering.
Sample 1Sample 2
Common Stock Restrictions. Except with the prior written consent of Frederick, the shares of Frederick Common Stock to be delivered to the stockholders of WGB at the Xxxxxxx shall not be sold, pledged, hypothecated, gifted or otherwise transferred or disposed of until (i) with respect to of such shares the date which is 180 days after the Closing Date, (ii) with respect to of such shares the date which is 270 days after the Closing Date, and (iii) with respect to of such shares the date which is 360 days after the Closing Date and all certificates representing such shares of Frederick Common Stock shall contain a legend to such effect as set fortx xxxxx. Except with the prior written consent of Frederick, of the shares of Frederick Common Stock which will be part of the Holdback Shares, to the xxxxxx Xoldback Shares are released to the former shareholders of WGB, shall not be sold, pledged, hypothecated, gifted or otherwise transferred or disposed of until the date which is 360 days after the Closing Date and all certificates representing such shares of Frederick Common Stock shall contain a legend to such effect as set fortx xxxxx. "The shares of Common Stock represented by this certificate have been issued pursuant to a claim of exemption from the registration or qualification requirements of federal and state securities laws and may not be sold or transferred without registration or qualification or otherwise except pursuant to an applicable exemption therefrom as evidenced by an opinion of counsel satisfactory to the issuer hereof." "Except with the prior written consent of Frederick Brewing Co., the shares of Common Stock represented xx xxxx xertificate may not be sold, pledged, hypothecated, gifted or otherwise transferred or disposed of until [the date which is ___ days after the Closing Date.]
Sample 1
Common Stock Restrictions. So long as there is a Qualified Holder, the Company will not, without the prior consent of each Qualified Holder: (i) directly or indirectly declare or pay any dividends or make any distributions upon any of its equity securities unless such dividend or distribution is also distributed, pro rata, to the holders of Common Stock based on their respective interests as provided in the Charter; (ii) issue or enter into any agreement providing for the issuance (contingent or otherwise) of equity securities that are senior to or on parity with the Class C Common Stock, Class A Common Stock or the Class B Common Stock; (iii) become subject to, or permit any of its Subsidiaries to become subject to, any agreement or instrument, which by its terms would (under any circumstances) restrict the Company's right to perform any of its obligations pursuant to the terms of this Agreement, the Registration Agreement, the Stockholders Agreement, the Charter or the Company's bylaws; or (iv) except as contemplated by this Agreement or the Stockholders Agreement, make any amendment to the Charter or the Company's bylaws, or file any resolution of the Board of Directors with the Delaware Secretary of State containing any provisions, which would adversely affect or otherwise impair the rights of the holders of the Class A or Class C Common Stock under this Agreement, the Registration Agreement, the Stockholders Agreement, the Charter or the Company's bylaws.
Sample 1
Common Stock Restrictions. So long as there is a Qualified Holder, the Company will not, without the prior consent of each Qualified Holder: (i) directly or indirectly declare or pay any dividends or make any distributions upon any of its equity securities unless such dividend or distribution is also distributed, pro rata, to the holders of Common Stock based on their respective interests as provided in the Charter; (ii) become subject to, or permit any of its Subsidiaries to become subject to, any agreement or instrument, which by its terms would (under any circumstances) restrict the Company's right to perform any of its obligations pursuant to the terms of this Agreement, the Registration Agreement, the Stockholders Agreement, the Charter or the Company's bylaws; or (iii) except as contemplated by this Agreement or the Stockholders Agreement, make any amendment to the Charter or the Company's bylaws, or file any resolution of the Board of Directors with the Delaware Secretary of State containing any provisions, which would adversely affect or otherwise impair the rights of the holders of the Class A or Class B Common Stock under this Agreement, the Registration Agreement, the Stockholders Agreement, the Charter or the Company's bylaws.
Sample 1
Common Stock Restrictions. Optionee acknowledges that any Option Shares which are acquired under this Agreement shall become subject to the restrictions set forth in UtiliPoint’s standard “Stockholder Agreement” (a copy of which is attached hereto as Exhibit A), which shall be executed by UtiliPoint and the Optionee no later than the Optionee’s first exercise of an Option under this Agreement.
Sample 1
AutoNDA by SimpleDocs
Common Stock Restrictions. The New Parent Shares to be received by the Stockholder will be “restricted securities” as defined in, and will be subject to restrictions on transferability and resale contained in, Rule 144 of the SEC under the Securities Act.
Sample 1
Common Stock Restrictions. Except with the prior written consent of FBC, the FBC Common Stock to be delivered to the Seller at the Closing shall not be sold, pledged, hypothecated, gifted or otherwise transferred or disposed of until the date which is the 181st, 271st, and 366th day after the Closing Date (as set forth in Section 2.5(b) hereof), and all certificates representing such shares of Common Stock shall contain a legend to such effect, as set forth in Section 3.16(g).
Sample 1

Related to Common Stock Restrictions

  • Stock Restrictions Optionee understands that at the time of the execution of this Option Agreement, the shares of the Stock issuable upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any state securities law, and that the Company currently does not intend to effect any such registration. Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall be purchased by Optionee for investment without a view to distribution within the meaning of the Act, and shall not be sold, transferred, assigned, pledged, or hypothecated unless such transfer has been registered under the Act and applicable state securities laws, or the transfer duly qualifies for an applicable exemption from the registration requirements of the Act and any applicable state securities laws. In any event, Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Optionee agrees that (i) the certificates representing the shares of the Stock purchased under this Option may bear such restrictive legend or legends as the Company's legal counsel deems appropriate in order to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the shares of the Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities laws, and (iii) the Company may give related instructions to its transfer agent to stop registration of the transfer of the shares of Stock purchased under this Option.

  • Company Restricted Stock “Company Restricted Stock” shall mean shares of Company Common Stock, whether granted by the Company pursuant to a Company Equity Plan, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted, that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire such shares of Company Common Stock, including by forfeiture.

  • Trading Restrictions Each Investor represents and warrants to, and covenants with, the Company that it will not (and its Affiliates acting on its behalf or pursuant to any understanding with it will not) engage in or effect, directly or indirectly, any transactions in any securities of the Company (including, without limitation, any Short Sales, “locking-up” borrow or hedging activities involving the Company’s securities) during the period commencing on the date hereof and ending on the date that is fifteen (15) months following the Closing Date. In furtherance (and without limitation) of the foregoing, during such restricted period, neither such Investor nor any of such Affiliates, (a) will directly or indirectly, sell, agree to sell, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any securities of the Company, or (b) will establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any such securities (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any such securities, whether or not such transaction is to be settled by delivery of any such securities, other securities, cash or other consideration. Notwithstanding the foregoing, it is understood and agreed that nothing contained in this Section 4.14 shall prohibit such Investor (or such Affiliates) from (1) purchasing or agreeing to purchase unrestricted securities of the Company or securities which are covered by an effective registration statement and the prospectus included therein is available for use on the date of such purchase (including through block trades or privately negotiated transactions), (2) purchasing or agreeing to purchase securities of the Company pursuant to Section 4.15 or otherwise from the Company, (3) exercising any or all Warrants to acquire Warrant Shares or otherwise acting under or enforcing, or receiving any right or benefit or adjustment under, the Warrants, (4) selling or agreeing to sell “long” securities of the Company (because such Investor or such Affiliate is “deemed to own such securities” pursuant to paragraph (b) of Rule 200 under Regulation SHO), including, without limitation, (I) any Company Shares, Conversion Shares, Warrants or Warrant Shares acquired hereunder or pursuant to the transactions contemplated hereby or any of the Transaction Documents, (II) any shares of Common Stock or warrants to purchase shares of Common Stock held on the date hereof, (III) any shares of Common Stock acquired after the date hereof pursuant to the exercise of warrants to purchase Common Stock held on the date hereof, or (IV) securities acquired after the date hereof in accordance with this paragraph, (5) pledging or hypothecating any securities of the Company in connection with leverage arrangements engaged in by such Investor (or such Affiliates) without the purpose of transferring economic risk relating to such securities or (6) from transferring any of the Securities to any Affiliate who agrees in writing to be bound by this Section 4.14, in each case, provided such sale is in compliance with all applicable securities laws and following the public announcement of the transaction contemplated hereby pursuant to Section 4.6.

  • Dividend Restrictions No subsidiary of the Company is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such subsidiary’s equity securities or from repaying to the Company or any other subsidiary of the Company any amounts that may from time to time become due under any loans or advances to such subsidiary from the Company or from transferring any property or assets to the Company or to any other subsidiary.

  • Offering Restrictions You will not make any offers or sales of Securities or any Other Securities in jurisdictions outside the United States except under circumstances that will result in compliance with (i) applicable laws, including private placement requirements, in each such jurisdiction and (ii) the restrictions on offers or sales set forth in any AAU or the Prospectus, Preliminary Prospectus, Offering Circular, or Preliminary Offering Circular, as the case may be. It is understood that, except as specified in the Prospectus or Offering Circular or applicable AAU, no action has been taken by the Manager, the Issuer, the Guarantor, or the Seller to permit you to offer Securities in any jurisdiction other than the United States, in the case of a Registered Offering, where action would be required for such purpose.

  • Certain Conversion Restrictions (A) A Holder may not convert this Debenture or receive shares of Common Stock as payment of interest hereunder to the extent such conversion or receipt of such interest payment would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.9% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of, and payment of interest on, this Debenture held by such Holder after application of this Section. Since the Holder will not be obligated to report to the Obligor the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.9% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of this Debenture is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of this Debenture that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Obligor shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with the periods described in Section 3(a)(i)(A) and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Obligor. Other Holders shall be unaffected by any such waiver.

  • Restricted Share Units Restricted Share Units means Restricted Share Units granted to Participant under the Plan subject to such terms and conditions as the Committee may determine at the time of issuance.

  • Rights as Shareholder; Dividend Equivalents 6.1 The Participant shall not have any rights of a shareholder with respect to the Common Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such Common Shares. Upon and following the settlement of the Restricted Stock Units, the Participant shall be the record owner of the Common Shares underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting rights). 6.2 In the event that the Company pays any cash dividends on its Common Shares between the Grant Date and the date when the Restricted Stock Units are settled in accordance with Section 7 hereof or are forfeited, the Participant’s Account shall be credited on the date such dividend is paid to shareholders with an amount equal to all cash dividends that would have been paid to the Participant if one Common Share had been issued on the Grant Date for each Restricted Stock Unit granted to the Participant (“Dividend Equivalents”). Dividend Equivalents shall be credited to the Participant’s Account and interest may be credited on the amount of cash Dividend Equivalents credited to the Participant’s Account at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to the Participant’s Account shall be subject to the same vesting and other restrictions as the Restricted Stock Units to which they are attributable and shall be paid on the same date that the Restricted Stock Units to which they are attributable are settled in accordance with Section 7 hereof. Dividend Equivalents credited to the Participant’s Account shall be distributed in cash or, at the discretion of the Committee, in Common Shares having a Fair Market Value equal to the amount of the Dividend Equivalents and interest, if any. Any accumulated and unpaid Dividend Equivalents attributable to Restricted Stock Units that are cancelled will not be paid and will be immediately forfeited upon cancellation of the Restricted Stock Units.

  • Securities Restrictions Notwithstanding anything herein contained, Common Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.

  • Restricted Shares Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!