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Common use of Holding Period Clause in Contracts

Holding Period. 3.2.1 Once the Restricted Stock has become vested, Participant (or his heirs as the case may be) shall not transfer, sell or dispose of the Restricted Stock before expiry of an additional two year period (hereinafter referred to as the “Holding Period”) running as from the Vesting Date. Any attempted sale, assignment, transfer, disposition, pledge or hypothecation of Restricted Stock in violation of this Agreement shall be void and of no effect and the Company shall have the right to disregard the same on its books and records and issue “stop transfer” instructions to its transfer agent. 3.2.2 Once the Restricted Stock has become vested, the Restricted Stock shall be evidenced by book entries on the Company’s stock transfer records pending the expiration of restrictions thereon or shall be evidenced by certificates, which shall be retained in the physical possession of the Company until the end of the Holding Period. Any certificates which evidence the shares of Restricted Stock shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): “THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS SET FORTH IN THAT CERTAIN AGREEMENT REGARDING THE ALEXION PHARMACEUTICALS, INC. 2004 PLAN FOR RESTRICTED STOCK BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPTED TRANSFER OF SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECT.”

Appears in 2 contracts

Samples: Restricted Stock Agreement, Restricted Stock Agreement (Alexion Pharmaceuticals Inc)

Holding Period. 3.2.1 Once For the Restricted Stock has become vested, Participant (or his heirs as the case may be) shall not transfer, sell or dispose purposes of Rule 144 of the Restricted Stock before expiry Securities Act, the Company acknowledges that the holding period of an additional two year the New Preferred Shares and New Warrants, respectively, may be tacked onto the holding period (hereinafter referred to as of the “Holding Period”) running as from the Vesting Date. Any attempted saleExisting Preferred Shares and Existing Warrants, assignmentrespectively, transfer, disposition, pledge or hypothecation of Restricted Stock in violation of this Agreement shall be void and of no effect and the Company shall have agrees not to take a position contrary to this Section 7. The Company acknowledges and agrees that (assuming the right to disregard Holder is not an affiliate of the same on its books and records and issue “stop transfer” instructions to its transfer agent. 3.2.2 Once Company) (i) upon issuance in accordance with the Restricted Stock has become vestedterms of the New Certificate of Designations, the Restricted shares of Common Stock issuable upon conversion of the New Preferred Shares are, as of the date hereof, eligible to be resold pursuant to Rule 144 of the Securities Act, (ii) upon issuance in accordance with the terms of the New Warrants (assuming a cashless exercise thereof), the shares of Common Stock issuable upon exercise of the New Warrants are, as of the date hereof, eligible to be resold pursuant to Rule 144 of the Securities Act, (iii) the Company is not aware of any event reasonably likely to occur that would reasonably be expected to result in the shares of Common Stock issuable upon conversion of the New Preferred Shares or exercise of the New Warrants becoming ineligible to be resold by the Holder pursuant to Rule 144 of the Securities Act and (ii) in connection with any resale of the shares of Common Stock issuable upon conversion of the New Preferred Shares or exercise of the New Warrants pursuant to Rule 144 of the Securities Act, the Holder shall solely be required to provide reasonable assurances that such shares of Common Stock are eligible for resale, assignment or transfer under Rule 144 of the Securities Act, which shall not include an opinion of Holder’s counsel. The Company shall be evidenced by book entries on responsible for any transfer agent fees or DTC fees or legal fees of the Company’s stock transfer records pending counsel with respect to the expiration removal of restrictions thereon legends, if any, or shall be evidenced by certificates, which shall be retained in the physical possession issuance of the Company until the end of the Holding Period. Any certificates which evidence the shares of Restricted Common Stock shall bear in accordance herewith or pursuant to the following legend (and such other restrictive legends as are required New Certificate of Designations or deemed advisable under the provisions of any applicable law): “THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS SET FORTH IN THAT CERTAIN AGREEMENT REGARDING THE ALEXION PHARMACEUTICALS, INC. 2004 PLAN FOR RESTRICTED STOCK BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPTED TRANSFER OF SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECTNew Warrants.

Appears in 2 contracts

Samples: Amendment and Exchange Agreement (RLJ Entertainment, Inc.), Amendment and Exchange Agreement (RLJ Entertainment, Inc.)

Holding Period. 3.2.1 Once Notwithstanding anything herein to the Restricted Stock has become vestedcontrary, Participant (or his heirs as the case may be) AFC shall not transfer, sell be obligated to cause to be issued or dispose delivered any certificate evidencing Shares acquired pursuant to the exercise of the Restricted Option, unless and until AFC is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations and governmental authority and the requirements of any exchange or stock market upon which the Common Stock before expiry is traded or listed. AFC shall in no event be obligated to register any securities pursuant to the Securities Act of an additional two year period 1933 (hereinafter referred as now in effect or as hereafter amended) (the "Securities Act") or to as take any other affirmative action in order to cause the “Holding Period”) running as issuance and delivery of such certificates to comply with any such law, regulation or requirement. In order to ensure compliance with applicable federal, state and local law, the Committee may at the time of exercise of the Option condition the exercise of such Option upon receipt from the Vesting DateOptionee, or the person exercising the Option if other than the Optionee, of a representation of the investment intention of the Person to whom the Shares are to be delivered. Any attempted Under current law, unless the Shares issuable upon exercise of Options under the Plan are registered with the Securities and Exchange Commission ("SEC") under the Securities Act, such Shares are restricted securities subject to the restrictions on resale as provided in Rule 144 as promulgated by the SEC under the Securities Act. THEREFORE, UNLESS (I) THE ISSUANCE OF SHARES PURSUANT TO THE EXERCISE OF OPTIONS UNDER THE PLAN IS REGISTERED UNDER THE SECURITIES ACT OR (II) THE SUBSEQUENT SALE OF SHARES ACQUIRED UPON EXERCISE OF THE OPTION IS REGISTERED UNDER THE SECURITIES ACT, OR (III) AN EXEMPTION FROM REGISTRATION IS AVAILABLE, SUCH SHARES MUST BE HELD FOR TWO YEARS AFTER EXERCISE BEFORE THEY MAY BE SOLD. An appropriate legend reflecting this restriction shall be placed on the certificate evidencing the Shares when issued unless the requirements of (i) above have previously been met. Shares for which a restrictive legend is required may not be held in book-entry form or registered in "street" name. Also under applicable law, the grant of the Option and sale of the underlying Shares may be deemed to be a purchase and sale, assignmentrespectively, transferunder Section 16 of the Securities Exchange Act of 1934, dispositionas amended, pledge (the "Exchange Act") and, therefore, may result in the incursion of short swing profit recovery under the Exchange Act and the regulations promulgated thereunder. To avoid liability under Section 16 of the Exchange Act, a period of six months must elapse between the Date of Grant and the sale of Common Stock received upon the exercise of the Option. In addition, Shares acquired through the exercise of the Option, which is intended to be an Incentive Stock Option, may not be disposed of, by sale or hypothecation otherwise, by the Optionee without the prior written consent of Restricted the Committee, until the later of the second anniversary of the Date of Grant or the first anniversary of the date on which the Option is exercised with respect to such Shares. The Optionee acknowledges that in order to obtain the tax treatment provided for Incentive Stock Options under Sections 421 and 422 of the Code the holding periods set forth in violation of the preceding sentence must be complied with. An appropriate legend reflecting this Agreement restriction shall be void and of no effect and the Company shall have the right to disregard the same on its books and records and issue “stop transfer” instructions to its transfer agent. 3.2.2 Once the Restricted Stock has become vested, the Restricted Stock shall be evidenced by book entries placed on the Company’s stock transfer records pending certificate evidencing the expiration of restrictions thereon or shall be evidenced by certificates, which shall be retained in Shares when issued unless the physical possession requirement relating to the consent of the Company until the end of the Holding Period. Any certificates which evidence the shares of Restricted Stock shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): “THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS SET FORTH IN THAT CERTAIN AGREEMENT REGARDING THE ALEXION PHARMACEUTICALS, INC. 2004 PLAN FOR RESTRICTED STOCK BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPTED TRANSFER OF SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECTCommittee has previously been met.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Astoria Financial Corp)

Holding Period. 3.2.1 Once For the Restricted Stock has become vestedpurposes of Rule 144, Participant (or his heirs as the case may be) shall not transfer, sell or dispose Company acknowledges that the holding period of the Restricted Stock before expiry Exchange Primary Securities (and upon a cashless exercise of an additional two year the Exchange Warrant, the Exchange Warrant Shares) may be tacked onto the holding period (hereinafter referred to as of the “Holding Period”) running as from the Vesting Date. Any attempted saleExisting Note, assignment, transfer, disposition, pledge or hypothecation of Restricted Stock in violation of this Agreement shall be void and of no effect and the Company shall have agrees not to take a position contrary to this Section 9. Assuming the right to disregard accuracy of the same on its books representations and records and issue “stop transfer” instructions to its transfer agent. 3.2.2 Once warranties of the Restricted Stock has become vestedHolder contained herein, the Restricted Stock Company acknowledges and agrees that, (i) upon issuance in accordance with the terms hereof, the Exchange Common Shares will be eligible to be resold pursuant to Rule 144, (ii) upon issuance in accordance with the terms of the Exchange Warrant (assuming a cashless exercise of the Exchange Warrant), the Exchange Warrant Shares will be eligible to be resold pursuant to Rule 144, (iii) the Company is not aware of any event reasonably likely to occur that would reasonably be expected to result in the Exchange Shares (assuming a cashless exercise of the Exchange Warrant, with respect to any Exchange Warrant Shares) becoming ineligible to be resold by the Holder pursuant to Rule 144 and (iv) in connection with any resale of Exchange Shares (assuming a cashless exercise of the Exchange Warrant, with respect to any Exchange Warrant Shares) pursuant to Rule 144, the Holder shall solely be required to provide reasonable assurances that such Exchange Shares are eligible for resale, assignment or transfer under Rule 144, which shall not include an opinion of Holder’s counsel. The Company shall be evidenced by book entries on responsible for any transfer agent fees or DTC fees or legal fees of the Company’s stock transfer records pending counsel with respect to the expiration removal of restrictions thereon legends, if any, or shall be evidenced by certificatesissuance of Exchange Shares in accordance herewith and/or the Exchange Warrant, which shall be retained in the physical possession of the Company until the end of the Holding Period. Any certificates which evidence the shares of Restricted Stock shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): “THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS SET FORTH IN THAT CERTAIN AGREEMENT REGARDING THE ALEXION PHARMACEUTICALS, INC. 2004 PLAN FOR RESTRICTED STOCK BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPTED TRANSFER OF SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECTapplicable.

Appears in 1 contract

Samples: Exchange Agreement (Amyris, Inc.)

Holding Period. 3.2.1 Once For the Restricted Stock has become vestedpurposes of Rule 144, Participant the Company acknowledges that the holding period of the New Primary Securities (and upon exercise of the New Warrant (assuming a cashless exercise thereof, the New Warrant Shares) is expected to be tacked onto the holding period of the Existing Securities the Company agrees not to take a position contrary to this Section 11. The Company acknowledges and agrees that (assuming the Holder is not an “affiliate” of the Company as that term is defined in the 1933 Act) (i) the New Primary Securities (and upon exercise of the New Warrant (assuming a cashless exercise thereof, the New Warrant Shares) are eligible to be resold pursuant to Rule 144, (ii) the Company is not aware of any event reasonably likely to occur that would reasonably be expected to result in the New Primary Securities (and upon exercise of the New Warrant (assuming a cashless exercise thereof, the New Warrant Shares) becoming ineligible to be resold by the Holder pursuant to Rule 144 and (iii) in connection with any resale of the New Primary Securities (and upon exercise of the New Warrant (assuming a cashless exercise thereof, the New Warrant Shares) pursuant to Rule 144, the Holder shall solely be required to provide reasonable assurances that such applicable New Primary Securities (and upon exercise of the New Warrant (assuming a cashless exercise thereof, the New Warrant Shares) are eligible for resale, assignment or his heirs as the case may be) transfer under Rule 144, which shall not transfer, sell or dispose include an opinion of the Restricted Stock before expiry of an additional two year period (hereinafter referred to as the “Holding Period”) running as from the Vesting DateHolder’s counsel. Any attempted sale, assignment, transfer, disposition, pledge or hypothecation of Restricted Stock in violation of this Agreement The Company shall be void and responsible for any transfer agent fees or DTC fees or legal fees of no effect and the Company shall have the right to disregard the same on its books and records and issue “stop transfer” instructions to its transfer agent. 3.2.2 Once the Restricted Stock has become vested, the Restricted Stock shall be evidenced by book entries on the Company’s stock transfer records pending counsel with respect to the expiration removal of restrictions thereon legends, if any, or shall be evidenced by certificates, which shall be retained in the physical possession issuance of any New Primary Securities (and upon exercise of the Company until New Warrant (assuming a cashless exercise thereof, the end of the Holding Period. Any certificates which evidence the shares of Restricted Stock shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): “THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS SET FORTH IN THAT CERTAIN AGREEMENT REGARDING THE ALEXION PHARMACEUTICALS, INC. 2004 PLAN FOR RESTRICTED STOCK BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPTED TRANSFER OF SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECTNew Warrant Shares).

Appears in 1 contract

Samples: Exchange Agreement (Toughbuilt Industries, Inc)

Holding Period. 3.2.1 Once For purposes of clarifying the Restricted Stock foregoing provisions (i) the circumstances under which Liquidated Damages are owed are not cumulative, (ii) in no event will the rate of Liquidated Damages exceed 0.25% per annum, and (iii) Liquidated Damages shall not accrue at any time when there are no Registrable Securities Outstanding.](3) If an Event of Default shall occur and be continuing, the principal of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Securities are redeemable, at the option of the Company, at any time in whole or from time to time in part, upon not less than 30 and not more than 60 days' notice mailed to each Holder of the Securities to be redeemed at the Holder's address appearing in the Security Register, on any date prior to Maturity at a price equal to (a) 100% of the principal amount thereof plus accrued interest to the Redemption Date (subject to the right of holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date) and (b) a Make-Whole Premium, if any (the "Redemption Price"). In no event will the Redemption Price ever be less than 100% of the principal amount of the Securities being redeemed plus accrued interest to the Redemption Date. The Make-Whole Premium will be calculated by an independent investment banking institution of national standing appointed by the Company; provided, that if the Company fails to make such appointment at least 30 Business Days prior to the Redemption Date, or if the institution so appointed is unwilling or unable to make such calculation, such calculation will be made by Salomon Smith Barney Inc. or, if such firm is unwilling or unable to mxxx xxxx xxxxulation, by an independent investment banking institution of national standing appointed by the Trustee (in any such case, an "Independent Investment Banker"). The Company has become vestedno obligation to redeem or purchase any Securities pursuant to any sinking fund or analogous requirement, Participant or (except as provided in the Indenture) upon the happening of a specified event, or his heirs at the option of a Holder thereof. The Indenture contains provision for defeasance at any time of (1) the entire indebtedness of this Security or (2) certain covenants contained therein, in each case upon compliance with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities, Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from Holders of a majority in principal amount of the Outstanding Securities a direction inconsistent with such request and shall have failed to institute such proceedings within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of or any interest on this Security on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall, without the consent of the Holder hereof, alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Securities of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof, unless otherwise required by law. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the case may be) shall owner hereof for all purposes, whether or not transferthis Security be overdue, sell or dispose of and neither the Restricted Stock before expiry of an additional two year period (hereinafter referred to as Company, the “Holding Period”) running as from the Vesting Date. Any attempted sale, assignment, transfer, disposition, pledge or hypothecation of Restricted Stock in violation of this Agreement Trustee nor any such agent shall be void and of no effect and affected by notice to the Company contrary. All terms used in this Security which are defined in the Indenture shall have the right meanings assigned to disregard them in the same on its books and records and issue “stop transfer” instructions to its transfer agent. 3.2.2 Once the Restricted Stock has become vestedIndenture. ASSIGNMENT FORM FOR VALUE RECEIVED, the Restricted Stock undersigned sells, assigns and transfers this Security to -------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type transferee's name, address, zip code and social security or taxpayer identification number above) and irrevocably appoints __________________________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for the agent. Date: --------------------- Your signature: NOTICE: The signature(s) on this assignment must correspond in every particular with the name(s) of the registered owner(s) appearing on the face of the Security. Signature Signature Guaranteed by: --------------------------------------------------------- NOTICE: Signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Trustee, which requirements will include membership or participation in STAMP or such other signature guaranty program as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY(4) The initial principal amount of this Global Security is $____________. The following increases or decreases in this Global Security as a result of exchanges of a part of this Global Security for an interest in another Global Security or Definitive Security, or exchanges of a part of another Global Security or a Definitive Security for an interest in this Global Security have been made: Amount of decrease in Principal Amount Amount of increase in Principal amount of this Signature of authorized Date of of this Global Principal Amount of Global Security following signatory of Trustee or Exchange Security this Global Security such decrease or increase Securities Custodian -------- ---------------------------- --------------------- ------------------------- ----------------------- 21 Section 204. Form of Trustee's Certificate and Authorization The Trustee's certificates of authentication shall be evidenced by book entries on in substantially the Company’s stock transfer records pending following form: This is one of the expiration of restrictions thereon or shall be evidenced by certificates, which shall be retained Securities designated therein referred to in the physical possession of the Company until the end of the Holding Periodwithin-mentioned Indenture. Any certificates which evidence the shares of Restricted Stock shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): “THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS SET FORTH IN THAT CERTAIN AGREEMENT REGARDING THE ALEXION PHARMACEUTICALSWACHOVIA BANK, INC. 2004 PLAN FOR RESTRICTED STOCK BETWEEN THE COMPANY AND THE STOCKHOLDERNATIONAL ASSOCIATION, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPTED TRANSFER OF SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECT.”As Trustee By: -------------------------------- Authorized Signatory

Appears in 1 contract

Samples: Indenture (Kinder Morgan Inc)

Holding Period. 3.2.1 Once For purposes of clarifying the Restricted Stock has become vestedforegoing provisions, Participant Additional Interest shall not accrue at any time that there are no Registrable Securities outstanding. If an Event of Default shall occur and be continuing, the principal of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provision for defeasance at any time of (1) the entire indebtedness of this Security or (2) certain Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default, the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of the Outstanding Securities a direction inconsistent with such request and shall have failed to institute such proceedings within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of or any interest on this Security on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in New York City, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his heirs attorney duly authorized in writing, and thereupon one or more new Securities of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the case may be) shall owner hereof for all purposes, whether or not transferthis Security be overdue, sell or dispose of and neither the Restricted Stock before expiry of an additional two year period (hereinafter referred to as Company, the “Holding Period”) running as from the Vesting Date. Any attempted sale, assignment, transfer, disposition, pledge or hypothecation of Restricted Stock in violation of this Agreement Trustee nor any such agent shall be void and of no effect and affected by notice to the Company contrary. All terms used in this Security which are defined in the Indenture shall have the right meanings assigned to disregard the same on its books and records and issue “stop transfer” instructions to its transfer agent. 3.2.2 Once the Restricted Stock has become vested, the Restricted Stock shall be evidenced by book entries on the Company’s stock transfer records pending the expiration of restrictions thereon or shall be evidenced by certificates, which shall be retained them in the physical possession of the Company until the end of the Holding Period. Any certificates which evidence the shares of Restricted Stock shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): “THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS SET FORTH IN THAT CERTAIN AGREEMENT REGARDING THE ALEXION PHARMACEUTICALS, INC. 2004 PLAN FOR RESTRICTED STOCK BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPTED TRANSFER OF SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECTIndenture.

Appears in 1 contract

Samples: Indenture (Delta Air Lines Inc /De/)

Holding Period. 3.2.1 Once For purposes of clarifying the Restricted Stock has become vestedforegoing provisions, Participant Additional Interest shall not accrue at any time that there are no Registrable Securities outstanding.]* If an Event of Default shall occur and be continuing, the principal of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provision for defeasance at any time of (1) the entire indebtedness of this Security or (2) certain Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of -------- * Omitted from Exchange Securities. this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default, the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of the Outstanding Securities a direction inconsistent with such request and shall have failed to institute such proceedings within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of or any interest on this Security on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in New York City, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his heirs attorney duly authorized in writing, and thereupon one or more new Securities of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this Series are exchangeable for a like aggregate principal amount of Securities of this Series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the case may be) shall owner hereof for all purposes, whether or not transferthis Security be overdue, sell or dispose of and neither the Restricted Stock before expiry of an additional two year period (hereinafter referred to as Company, the “Holding Period”) running as from the Vesting Date. Any attempted sale, assignment, transfer, disposition, pledge or hypothecation of Restricted Stock in violation of this Agreement Trustee nor any such agent shall be void and of no effect and affected by notice to the Company contrary. All terms used in this Security which are defined in the Indenture shall have the right meanings assigned to disregard the same on its books and records and issue “stop transfer” instructions to its transfer agent. 3.2.2 Once the Restricted Stock has become vested, the Restricted Stock shall be evidenced by book entries on the Company’s stock transfer records pending the expiration of restrictions thereon or shall be evidenced by certificates, which shall be retained them in the physical possession of the Company until the end of the Holding Period. Any certificates which evidence the shares of Restricted Stock shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): “THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS SET FORTH IN THAT CERTAIN AGREEMENT REGARDING THE ALEXION PHARMACEUTICALS, INC. 2004 PLAN FOR RESTRICTED STOCK BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPTED TRANSFER OF SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECTIndenture.

Appears in 1 contract

Samples: Indenture (Delta Air Lines Inc /De/)

Holding Period. 3.2.1 Once For the Restricted Stock has become vestedpurposes of Rule 144, Participant the Company acknowledges that the holding period of the New Primary Securities (and upon conversion or his heirs cashless exercise, as applicable, of the case may beRight, the New Note or the New Warrant, the New Underlying Shares) shall not transfer, sell or dispose be tacked onto the holding period of the Restricted Stock before expiry of an additional two year period (hereinafter referred to as the “Holding Period”) running as from the Vesting Date. Any attempted saleExisting Note, assignment, transfer, disposition, pledge or hypothecation of Restricted Stock in violation of this Agreement shall be void and of no effect and the Company shall have agrees not to take a position contrary to this Section 9. The Company acknowledges and agrees that, effective as of the right to disregard date hereof and as of the same on its books and records and issue “stop transfer” instructions to its transfer agent. 3.2.2 Once Closing Date (assuming the Restricted Stock has become vestedHolder is not an affiliate of the Company) (i) upon issuance in accordance with the terms of the Right, the Restricted Stock shall New Note or the New Warrant (assuming a cashless exercise of the New Warrant, with respect to any New Warrant Shares), the New Underlying Shares will be evidenced by book entries on eligible to be resold pursuant to Rule 144 and, unless the Holder is an affiliate of the Company, the Company will provide any required opinion of the Company’s stock transfer records pending counsel that such New Underlying Shares will be free from any legends, (ii) the expiration Company is not aware of restrictions thereon or any event reasonably likely to occur that would reasonably be expected to result in the New Underlying Shares (assuming a cashless exercise of the New Warrant, with respect to any New Warrant Shares) becoming ineligible to be resold by the Holder pursuant to Rule 144 and (iii) in connection with any resale of New Underlying Shares (assuming a cashless exercise of the New Warrant, with respect to any New Warrant Shares) pursuant to Rule 144, the Company will provide any required opinion of the Company’s counsel that such New Underlying Shares are Freely Tradable (as defined in the New Note) and no legal opinion of counsel for the Holder shall be evidenced by certificates, which required. The Company shall be retained in the physical possession responsible for any transfer agent fees or DTC fees or legal fees of the Company until Company’s counsel with respect to the end removal of the Holding Period. Any certificates which evidence the shares legends, if any, or issuance of Restricted Stock shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): “THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS SET FORTH IN THAT CERTAIN AGREEMENT REGARDING THE ALEXION PHARMACEUTICALS, INC. 2004 PLAN FOR RESTRICTED STOCK BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPTED TRANSFER OF SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECTNew Underlying Shares in accordance herewith.

Appears in 1 contract

Samples: Exchange Agreement (Amyris, Inc.)

Holding Period. 3.2.1 Once Notwithstanding anything herein to the Restricted Stock has become vestedcontrary, Participant (or his heirs as the case may be) AFC shall not transfer, sell be obligated to cause to be issued or dispose delivered any certificate evidencing Shares acquired pursuant to the exercise of the Restricted Option, unless and until AFC is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations and governmental authority and the requirements of any exchange or stock market upon which the Common Stock before expiry is traded or listed. AFC shall in no event be obligated to register any securities pursuant to the Securities Act of an additional two year period 1933 (hereinafter referred as now in effect or as hereafter amended) (the "Securities Act") or to as take any other affirmative action in order to cause the “Holding Period”) running as issuance and delivery of such certificates to comply with any such law, regulation or requirement. In order to ensure compliance with applicable federal, state and local law, the Committee may at the time of exercise of the Option condition the exercise of such Option upon receipt from the Vesting DateOptionee, or the person exercising the Option if other than the Optionee, of a representation of the investment intention of the Person to whom the Shares are to be delivered. Any attempted Under current law, unless the Shares issuable upon exercise of Options under the Plan are registered with the Securities and Exchange Commission ("SEC") under the Securities Act, such Shares are restricted securities subject to the restrictions on resale as provided in Rule 144 as promulgated by the SEC under the Securities Act. THEREFORE, UNLESS (I) THE ISSUANCE OF SHARES PURSUANT TO THE EXERCISE OF OPTIONS UNDER THE PLAN IS REGISTERED UNDER THE SECURITIES ACT OR (II) THE SUBSEQUENT SALE OF SHARES ACQUIRED UPON EXERCISE OF THE OPTION IS REGISTERED UNDER THE SECURITIES ACT, OR (III) AN EXEMPTION FROM REGISTRATION IS AVAILABLE, SUCH SHARES MUST BE HELD FOR TWO YEARS AFTER EXERCISE BEFORE THEY MAY BE SOLD. An appropriate legend reflecting this restriction shall be placed on the certificate evidencing the Shares when issued unless the requirements of (i) above have previously been met. Shares for which a restrictive legend is required may not be held in book-entry form or registered in "street" name. Also under applicable law, the grant of the Option and sale of the underlying Shares may be deemed to be a purchase and sale, assignmentrespectively, transferunder Section 16 of the Securities Exchange Act of 1934, dispositionas amended, pledge or hypothecation (the "Exchange Act") and, therefore, may result in the incursion of Restricted Stock in violation of this Agreement shall be void and of no effect short swing profit recovery under the Exchange Act and the Company shall have the right to disregard the same on its books and records and issue “stop transfer” instructions to its transfer agent. 3.2.2 Once the Restricted Stock has become vested, the Restricted Stock shall be evidenced by book entries on the Company’s stock transfer records pending the expiration of restrictions thereon or shall be evidenced by certificates, which shall be retained in the physical possession regulations promulgated thereunder. To avoid liability under Section 16 of the Company until Exchange Act, a period of six months must elapse between the end Date of Grant and the sale of Common Stock received upon the exercise of the Holding Period. Any certificates which evidence the shares of Restricted Stock shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): “THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS SET FORTH IN THAT CERTAIN AGREEMENT REGARDING THE ALEXION PHARMACEUTICALS, INC. 2004 PLAN FOR RESTRICTED STOCK BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPTED TRANSFER OF SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECTOption.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Astoria Financial Corp)

Holding Period. 3.2.1 Once For the Restricted Stock has become vestedpurposes of Rule 144, Participant the Company acknowledges that (or his heirs as I) the case may be) shall not transfer, sell or dispose holding period of the Restricted Stock before expiry New Notes (and upon conversion of an additional two year the New Notes, the New Conversion Shares) may be tacked onto the holding period of the Existing Notes and (hereinafter referred to as II) the “Holding Period”) running as from holding period of the Vesting Date. Any attempted saleNew Warrant (and upon exercise of the New Warrant (assuming a cashless exercise thereof), assignmentthe New Warrant Shares), transferin each case, dispositionmay be tacked onto the holding period of the Existing Notes, pledge or hypothecation of Restricted Stock in violation of this Agreement shall be void and of no effect and the Company shall have agrees not to take a position contrary to this Section 8. The Company acknowledges and agrees that (assuming the right to disregard Holder is not an affiliate of the same on its books and records and issue “stop transfer” instructions to its transfer agent. 3.2.2 Once Company) (i) upon issuance in accordance with the Restricted Stock has become vestedterms of the New Notes, the Restricted Stock New Conversion Shares will be, as of August 13, 2018, eligible to be resold pursuant to Rule 144, (ii) the Company is not aware of any event reasonably likely to occur that would reasonably be expected to result in the New Conversion Shares becoming ineligible to be resold by the Holder pursuant to Rule 144 (iii) upon issuance in accordance with the terms of the New Warrant, assuming a cashless exercise thereof, the New Warrant Shares will be, as of August 13, 2018, eligible to be resold pursuant to Rule 144, (iv) the Company is not aware of any event reasonably likely to occur that would reasonably be expected to result in the New Warrant Shares (if issued pursuant to a cashless exercise) becoming ineligible to be resold by the Holder pursuant to Rule 144 and (iv) in connection with any resale of New Underlying Shares pursuant to Rule 144 (if New Warrant Shares, assuming such New Warrant Shares were issued pursuant to a cashless exercise of the New Warrant), the Holder shall solely be required to provide reasonable assurances that such New Underlying Shares are eligible for resale, assignment or transfer under Rule 144, which shall not include an opinion of Holder’s counsel. The Company shall be evidenced by book entries on responsible for any transfer agent fees or DTC fees or legal fees of the Company’s stock transfer records pending counsel with respect to the expiration removal of restrictions thereon legends, if any, or shall be evidenced by certificates, which shall be retained issuance of New Underlying Shares in the physical possession of the Company until the end of the Holding Period. Any certificates which evidence the shares of Restricted Stock shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): “THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS SET FORTH IN THAT CERTAIN AGREEMENT REGARDING THE ALEXION PHARMACEUTICALS, INC. 2004 PLAN FOR RESTRICTED STOCK BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPTED TRANSFER OF SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECTaccordance herewith.

Appears in 1 contract

Samples: Amendment and Exchange Agreement (Longfin Corp)

Holding Period. 3.2.1 Once For the Restricted Stock has become vestedpurposes of Rule 144, Participant the Company acknowledges that the holding period of (x) the New Shares may be tacked onto the holding period of the Holder Warrant, (y) the New Warrant may be tacked onto the holding period of the Holder Warrant and (z) the New Warrant Shares (assuming a cashless exercise of the New Warrant) may be tacked onto the holding period of the Holder Warrant, and, in each case, the Company agrees not to take a position contrary to this Section 9. The Company acknowledges and agrees that (assuming the Holder is not an affiliate of the Company) (i) the New Warrant Shares (assuming a cashless exercise of the New Warrant), the New Warrant and the New Shares are as of the date hereof, eligible to be resold pursuant to Rule 144, (ii) the Company is not aware of any event reasonably likely to occur that would reasonably be expected to result in the New Warrant Shares (assuming a cashless exercise of the New Warrant), the New Warrant or his heirs the New Shares, as applicable, becoming ineligible to be resold by the case may beHolder pursuant to Rule 144 and (iii) in connection with any resale of any New Warrant Shares (assuming a cashless exercise of the New Warrant), the New Warrant and/or any New Shares pursuant to Rule 144, the Holder shall solely be required to provide reasonable assurances that such applicable New Common Securities are eligible for resale, assignment or transfer under Rule 144, which shall not transfer, sell or dispose include an opinion of the Restricted Stock before expiry of an additional two year period (hereinafter referred to as the “Holding Period”) running as from the Vesting DateHolder’s counsel. Any attempted sale, assignment, transfer, disposition, pledge or hypothecation of Restricted Stock in violation of this Agreement The Company shall be void and responsible for any transfer agent fees or DTC fees or legal fees of no effect and the Company shall have the right to disregard the same on its books and records and issue “stop transfer” instructions to its transfer agent. 3.2.2 Once the Restricted Stock has become vested, the Restricted Stock shall be evidenced by book entries on the Company’s stock transfer records pending counsel with respect to the expiration removal of restrictions thereon legends, if any, or shall be evidenced by certificates, which shall be retained issuance of any New Common Securities in accordance herewith or in accordance with the physical possession terms of the Company until the end of the Holding Period. Any certificates which evidence the shares of Restricted Stock shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): “THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS SET FORTH IN THAT CERTAIN AGREEMENT REGARDING THE ALEXION PHARMACEUTICALS, INC. 2004 PLAN FOR RESTRICTED STOCK BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPTED TRANSFER OF SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECTNew Warrant.

Appears in 1 contract

Samples: Exchange Agreement (Toughbuilt Industries, Inc)