COOPERATION; RESTRICTIONS ON PUBLIC SALE BY HOLDER OF STOCK Sample Clauses

COOPERATION; RESTRICTIONS ON PUBLIC SALE BY HOLDER OF STOCK. As a condition to the Corporation's obligations and requirements under Section 11.01, Section 11.02, Section 11.03, and Section 11.04 to register the Securities of any Stockholder, each Stockholder and the Trustee (if legally permitted to do so) shall provide all such information with respect to such Stockholder and execute an underwriting agreement, power of attorney, and all such other documents as may be reasonably required in connection with any such registration. Each holder of Securities covered by a Registration Statement filed pursuant to Section 11.01, Section 11.02, Section 11.03, or Section 11.04 hereof and the Corporation agrees that, if so requested by the managing underwriter or underwriters, if any, or a majority of Selling Stockholders of any offering of Securities, he or it shall not effect any public sale or distribution of Securities of the same class as any Securities included in such underwritten offering, including without limitation, a sale pursuant to Rule 144, during the period fourteen (14) days prior to and up to one hundred twenty (120) days after the effective date of the Registration Statement filed with respect to such offering. In the event that either Yamada or the Non-Yamada Stockholders exercises a Demand Registration Right, each of the Selling Stockholders here by covenants and agrees with each other Selling Stockholder that it or he shall provide all such information with respect to such Stockholder and execute all such other documents as may be reasonably required in connection with any registration resulting therefrom, and shall otherwise take or perform any and all such other actions as reasonably required in order to effect such offering. Each of the Corporation, Yamada or any Affiliate thereof, and any other seller of the Securities being registered shall cooperate with each other and any underwriters engaged to assist in effecting a public offering, shall use their best efforts to take any and all actions necessary to effect a public offering, and shall not take any action to frustrate the consummation of any public offering, it being understood that prevailing market conditions and the performance of the Corporation and Argo-Tech may affect the commencement of a public offering. In furtherance of the foregoing and not in limitation thereof, the Selling Stockholders, as applicable, shall take or perform any and all such other actions as may be reasonably required to carry out and enforce the rights of the Selling ...
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COOPERATION; RESTRICTIONS ON PUBLIC SALE BY HOLDER OF STOCK. As a condition to the Corporation's obligations and requirements under Section 6.0l, Section 6.02, Section 6.03, and Section 6.04 to register the Securities of the Trustee, the Trustee (if legally permitted to do so) shall provide all such information with respect to the Trustee and execute an underwriting agreement, power of attorney, and all such other documents as may be reasonably required in connection with any such registration. The Trustee if the holder of Securities covered by a Registration Statement filed pursuant to Section 6.01, Section 6.02, Section 6.03, or Section 6.04 hereof or pursuant to the Stockholders' Agreement and the Corporation agrees that, if so requested by the managing underwriter or underwriters, if any, or a majority of Selling Stockholders of any offering of Securities, it shall not effect any public sale or distribution of Securities of the same class as any Securities included in such underwritten offering, including without limitation, a sale pursuant to Rule 144, during the period fourteen (14) days prior to and up to one
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Related to COOPERATION; RESTRICTIONS ON PUBLIC SALE BY HOLDER OF STOCK

  • Restrictions on Public Sale by Holder of Registrable Securities To the extent not inconsistent with applicable law, each Holder whose securities are included in a registration statement agrees not to effect any sale or distribution of the issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and during the 90-day period beginning on, the effective date of such registration statement (except as part of such registration), if and to the extent requested in writing by the Company in the case of a non-underwritten public offering or if and to the extent requested in writing by the managing underwriter or Underwriters in the case of an underwritten public offering.

  • 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:

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • 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.

  • 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.

  • Restriction on Transfer of Subject Securities Subject to Section 2.3, during the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

  • Restrictions on Transfer of the Warrant and Shares; Compliance with Securities Laws By acceptance of this Warrant, the Holder agrees to comply with the following:

  • Restriction on Transfer of Warrants The Holder of a Warrant Certificate, by the Holder's acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, for a period of one (1) year from the date hereof, except to the Designees.

  • Restrictions on Public Sale by Holders of Registrable Securities Each Holder of Registrable Securities agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $10.0 million of the then-outstanding Registrable Securities.

  • Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights 3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.

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