Common use of Limitation on Disposition and Other Restrictions Clause in Contracts

Limitation on Disposition and Other Restrictions. The Shares are subject to and the Purchaser hereby agrees to the following terms and conditions of the sale of the Shares to the Purchaser: • any transfer of the Shares must comply with the restrictions on transfer set forth in Section 7.5 of the Plan and all applicable laws; • the Shares are subject to, and following any otherwise permitted transfer of the Shares, the Shares shall remain subject to and the transferee shall be bound by the terms and conditions of this Exercise Agreement, the Plan, the Terms and the Stockholders’ Agreement, including, without limitation, the lock-up provisions set forth in the Stockholders’ Agreement, the right of first offer provisions set forth in the Stockholders’ Agreement, the Corporation’s call right set forth in Sections 7 of the Terms, the share legend requirements of Section 7.5.3 of the Plan, the waiver of jury trial provisions in Section 14 of the Terms and the foregoing provisions of this Section 3; • as required by Section 3 of the Terms, the Purchaser has enclosed herewith a duly executed Joinder Agreement; and • as a condition to any otherwise permitted transfer of the Shares, the Corporation may require the transferee to execute a written agreement, in a form acceptable to the Administrator, that the transferee acknowledges and agrees to the foregoing terms and restrictions imposed on the Shares.

Appears in 3 contracts

Samples: Nonqualified Stock Option Award Agreement (Francesca's Holdings CORP), Nonqualified Stock Option Award Agreement (Francesca's Holdings CORP), Nonqualified Stock Option Award Agreement (Francesca's Holdings CORP)

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Limitation on Disposition and Other Restrictions. The Shares are subject to and the Purchaser hereby agrees to the following terms and conditions of the sale of the Shares to the Purchaser: - any transfer of the Shares must comply with all applicable laws as set forth in Section 4.3 of the Plan; - in addition to the restrictions on transfer set forth in Section 7.5 under Sections 1.5 and 4.3 of the Plan Plan, the Shares may not be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily, other than to the Corporation or another stockholder of the Corporation, or as may expressly be permitted in writing by the Corporation or by will or the laws of descent and all applicable lawsdistribution, at any time prior to the earlier of (a) the Public Offering Date or (b) 24 months after the date of issue; - the Shares are subject to, and following any otherwise permitted transfer of the Shares, the Shares shall remain subject to and the transferee shall be bound by the terms and conditions of this Exercise Agreement, the Plan, the Terms and the Stockholders’ Agreement, including, without limitationby, the lock-up provisions set forth in the Stockholders’ Agreement, the right of first offer provisions set forth in the Stockholders’ Agreement, the Corporation’s call right set forth in Sections Section 7 of the Terms, the share legend requirements of Section 7.5.3 4.3.3 of the Plan, the waiver of jury trial provisions in Section 14 of the Terms and the foregoing provisions of this Section 3; • as required by , the provisions of the Securityholders Agreement, and the arbitration provisions of Section 3 11.3 of the Terms, the Purchaser has enclosed herewith a duly executed Joinder Agreement; and - as a condition to any otherwise permitted transfer of the Shares, the Corporation may require the transferee to execute a written agreement, in a form acceptable to the AdministratorCommittee, that the transferee acknowledges and agrees to the foregoing terms and restrictions imposed on the Shares.

Appears in 3 contracts

Samples: Option Agreement (Accent Optical Technologies Inc), Plan Nonqualified Stock Option Agreement (Accent Optical Technologies Inc), Option Agreement (Accent Optical Technologies Inc)

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Limitation on Disposition and Other Restrictions. The Shares are subject to and the Purchaser hereby agrees to the following terms and conditions of the sale of the Shares to the Purchaser: • any transfer of the Shares must comply with the restrictions on transfer set forth in Section 7.5 7.2 of the Plan and all applicable lawslaws as set forth in Section 7.5 of the Plan; • the Shares are subject to, and following any otherwise permitted transfer of the Shares, the Shares shall remain subject to and the transferee shall be bound by the terms and conditions of this Exercise Agreement, the Plan, the Terms and the Stockholders’ Agreement, including, without limitationby, the lock-up provisions set forth in Section 7 of the Stockholders’ Agreement, the right of first offer provisions set forth in the Stockholders’ AgreementTerms, the Corporation’s call right and right of first refusal set forth in Sections 7 8 and 9 of the Terms, the share legend requirements of Section 7.5.3 of the Plan, the waiver of jury trial provisions in Section 14 of the Terms and the foregoing provisions of this Section 3, and the arbitration provisions of Section 15.3 of the Terms; • as required by Section 3 of the Terms, the Purchaser has enclosed herewith a duly executed Joinder joinder to the Investor Rights Agreement; and • as a condition to any otherwise permitted transfer of the Shares, the Corporation may require the transferee to execute a written agreement, in a form acceptable to the Administrator, that the transferee acknowledges and agrees to the foregoing terms and restrictions imposed on the Shares.

Appears in 1 contract

Samples: Stock Incentive Plan (Lbi Media Holdings Inc)

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