Limitations on Transfer of Shares. Without the prior written consent of Westamerica, which consent shall not be unreasonably withheld, conditioned or delayed, Shareholder shall not transfer, sell, assign, convey or encumber any of the Shares during the term of this Agreement except (a) for transfers (i) by operation of law, by will, or pursuant to the laws of descent and distribution, and (ii) in which the transferee shall agree in writing to be bound by the provisions of paragraphs 1, 2, 3 and 4 of this Agreement as fully as Shareholder, or (b) pursuant to foreclosure of a bona fide pledge of the Shares to secure indebtedness not related to Redwood Empire, NBR or the Merger, provided the transferee shall agree in writing to be bound by the provisions of paragraphs 1, 2, 3 and 4 of this Agreement as fully as Shareholder, or (c) in exchange for cash and securities pursuant to the terms of the Plan. Without limiting the generality of the foregoing, Shareholder shall not grant to any party any option or right to purchase the Shares or any interest therein.
Limitations on Transfer of Shares. Except in accordance with the provisions of this Agreement, Shareholder agrees, while this Agreement is in effect, not to, directly or indirectly whether in privately negotiated transactions or to the public in open market transactions:
(a) Sell, transfer, pledge, encumber, hypothecate, assign or otherwise dispose of directly or indirectly of any of the WHAI shares or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, hypothecation, assignment or other disposition of, any of the WHAI shares; or
(b) Grant any proxies, deposit any WHAI shares into a voting trust or enter into a voting agreement with respect to any WHAI shares.
Limitations on Transfer of Shares. (a) Except as provided in this Agreement and except for transfers contemplated or permitted by the Purchase Agreement, each Shareholder hereby agrees that such Shareholder will not, directly or indirectly, Transfer any Shares or Voting Trust Certificates (or any interest therein).
(b) Each Shareholder hereby agrees that: (i) any Transfer in violation of this Agreement shall not be recognized on the books of the Company and shall be void and (ii) no Transfer shall occur unless the transferee shall agree pursuant to Article 7 to become a party to and be bound by the terms of this Agreement, and, with respect to Employee Shareholders, the Voting Trust Agreement and an Employee Stock Agreement.
Limitations on Transfer of Shares. Section 1.1. Holdings hereby certifies that (a) Section 6 of its Operating Agreement contains certain restrictions on transfer of shares of Class B Common Stock it beneficially owns (the "Transfer Restriction Provisions") and (b) Exhibit A is a true and complete copy of the Operating Agreement as in effect on the date hereof and no action has been taken for the purpose of effecting any amendment or modification thereof.
Section 1.2. Holdings agrees that it shall not sell, transfer, pledge or otherwise dispose, whether directly or indirectly, whether or not for value, or distribute shares of Class B Common Stock for a period of two years from the date of the initial public offering of the Company's common stock (the "IPO"), except: (a) with the approval of the independent directors of the Company, on the basis of a determination that such action is in the best interests of the Company or is otherwise appropriate in light of a particular individual's economic hardship or (b) distributions to owners resident outside of North America upon approval of Holdings' Executive Committee or (c) distributions to owners after the first anniversary of the IPO.
Section 1.3. Holdings agrees that any distribution to an owner of shares of Class B Common Stock prior to the second anniversary of the date of the IPO, will be subject to the condition that each such owner agrees to be bound by the Transfer Restriction Provisions through the second anniversary of the date of the IPO.
Section 1.4. Holdings agrees that it shall not amend or waive the Transfer Restriction Provisions or the provisions of Section 6 of its Operating Agreement governing goodwill shares and the market value of such shares without the approval of the independent directors of the Company on the basis of a determination that such action is in the best interests of the Company or is otherwise appropriate in light of a particular individual's economic hardship.
Limitations on Transfer of Shares. Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with applicable securities laws and regulations of applicable countries and stock exchanges. It is Purchaser’s responsibility to familiarize itself with such laws and regulations.
Limitations on Transfer of Shares. (a) Each Stockholder understands and agrees that the Common Stock held by such Stockholder on the date hereof have not been registered under the Securities Act and are restricted securities under the Securities Act. No Stockholder shall be entitled to Transfer any of its Common Stock at any time during the term hereof if such Transfer would:
(i) violate the Securities Act, or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Company or the applicable Transfer of Common Stock;
(ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time; or
(iii) be a “prohibited transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code.
(b) In the event of a purported Transfer by a Stockholder of any Common Stock in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect, and the Company will not give effect to such Transfer.
(c) Each certificate evidencing the Common Stock shall bear the following restrictive legend, either as an endorsement or on the face thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM.
(d) In the event that the restrictive legend set forth in Section 3.1(c) has ceased to be applicable, or upon request by a Stockholder proposing to Transfer Common Stock pursuant to any Transfer permitted under this Agreement, the Company shall provide such Stockholder, or its Transferees, at their request, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates for such securities not bearing the legend with respect to which the restriction has ceased and terminated.
Limitations on Transfer of Shares. In addition to any other limitation on transfer created by applicable securities laws, Participant shall not assign, encumber or dispose of any interest in the Shares issued pursuant to this RSU Agreement except in compliance with the provisions below and applicable securities laws. The Company shall not be required (a) to transfer on its books any Shares which shall have been sold or transferred in violation of any of the provisions set forth in this RSU 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 shall have been so transferred.
Limitations on Transfer of Shares. The shares offered hereby have not been registered with the Commission pursuant to the Securities Act; however, they are deemed to be exempt from such registration pursuant to Regulation D Rule 506 of the Securities Act or if sold to a “non US” person, Regulation S of the Securities Act. Even so, the shares are subject to a restriction on re-sale and will be marked as such on the face of the certificate. In addition, there are limits on the resale of the shares by virtue of their corporate issuance. Accordingly, an investment in the shares offered herein should be considered highly illiquid. Prospective investors should consider carefully each of the risks associated with this offering, particularly those described in “Risk Factors.” In view of these risks, including the lack of an available trading market for the securities, and the consequent long-term nature of any investment in us, this offering is available only to investors who have substantial net worth and no need for liquidity in their investments. The shares will be offered for sale only to accredited investors and a limited number of sophisticated investors, who, in conjunction with such sale, will represent in the Subscription Agreement that, among other things, the share(s) purchased are being acquired by each investor for his own account, for investment purposes and not with a view to resell or distribute those shares. We, in reliance upon the criteria set forth in Rule 501(a) promulgated under the Securities Act, have established investor suitability standards for investors in the securities. Common shares will be sold only to an investor who:
Limitations on Transfer of Shares. In addition to any other limitation on the transfer of the Shares created by applicable securities laws, Warrantholder shall not assign, encumber or dispose of any interest in such Shares except as provided in this Section 8:
Limitations on Transfer of Shares. (a) Purchaser agrees not to sell, transfer, assign, offer, pledge or otherwise dispose of all or any portion of the Shares unless (i) Purchaser is in compliance with the provisions of the Standstill Agreement and (ii) either (A) a registration statement relating thereto has been duly filed and becomes effective under the Securities Act and all applicable state securities laws or (B) such sale, transfer, assignment, offer, pledge or other disposition is exempt from the registration and prospectus delivery requirements of the Securities Act and such laws (as evidenced by an opinion of counsel for Purchaser reasonably satisfactory in form and substance to the Company or, in the case of a transfer by Purchaser to any of its affiliates, other evidence reasonably satisfactory to the Company)
(b) Purchaser also agrees to the placing on the certificates representing the Shares of a legend, in substantially the following form, referring to the restrictions set forth in the immediately foregoing paragraph: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or applicable state securities laws and may not be sold, transferred, assigned, offered, pledged or otherwise disposed of unless (i) there is an effective registration statement under such Act and such laws covering such securities or (ii) such sale, transfer, assignment, offer, pledge or other disposition is exempt from the registration and prospectus delivery requirements of such Act and such laws. The securities evidenced by this certificate are subject to the restrictions on transfer and voting contained in the Standstill Agreement dated as of May 8, 2003 to which the Company is a party, as amended, supplemented or otherwise modified from time to time, and may not be transferred except in compliance therewith."
