NO PROXIES FOR OR DISPOSITIONS OF SHARES Sample Clauses

NO PROXIES FOR OR DISPOSITIONS OF SHARES. Except pursuant to the terms of this Agreement, the Stockholder shall not, without the prior written consent of Investor, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares that are inconsistent with the voting agreements set forth in Sections 1.1 and 1.2 or (ii) prior to the earlier to occur of the Second Closing or the record date for the Company Stockholder Meeting (as defined in the Securities Purchase Agreement) (the "No Sale Date"), sell, assign, transfer, encumber or otherwise dispose of (collectively "Sell," correlative terms to have correlative meanings), or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale of any Shares. Notwithstanding anything in Section 1.4(i) or (ii) to the contrary, the Stockholder may sell up to 100,000 Shares at any time, whether before or after the No Sale Date so long as the recipient agrees to be bound by the terms of this Agreement, executes a counterpart to such effect and Investor receives such executed Voting Agreement and proxy in the form hereof. The Stockholder agrees not to permit any such transfer unless the Stockholder has complied with the foregoing requirements.
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NO PROXIES FOR OR DISPOSITIONS OF SHARES. Except pursuant to the terms of this Agreement, a Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares that are inconsistent with the voting agreements set forth in Sections 1.1 and 1.2, (ii) prior to the vote contemplated by Section 1.1 hereof (provided that such vote occurs on or prior to the termination of the Securities Purchase Agreement in accordance with its terms; it being agreed that if such vote has not occurred on or prior to such termination, this clause (ii) shall no longer be effective), sell, assign, transfer, encumber or otherwise dispose of (collectively "SELL," correlative terms to have correlative meanings), or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale of any Shares, or (iii) prior to the vote to elect directors of the Company at the Company's 2001 Annual Meeting of Stockholders (but in no event later than December 31, 2001), sell, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale of, any of the Shares held by such Stockholder on the date hereof. Notwithstanding anything in Sections 1.4(ii) or (iii) to the contrary, (x) a Stockholder may sell Shares so long as the recipient agrees to be bound by the terms of this Agreement and executes a counterpart to such effect, (y) Gregxxx X. Xxxxxxx xxx sell up to thirty percent (30%) of his Shares between the date hereof and the date of the vote contemplated by Section 1.1 (provided that such vote occurs on or prior to the termination of the Securities Purchase Agreement in accordance with its terms; it being agreed that if such vote has not occurred prior to such termination, Mr. Xxxxxxx xxxll thereafter be able to sell without limitation his Shares), and (z) the restriction set forth in Section 1.4(iii) shall not apply to Mr. Xxxxxxx.
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NO PROXIES FOR OR DISPOSITIONS OF SHARES. Except pursuant to the terms of this Agreement, a Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares that are inconsistent with the voting agreements set forth in Sections 1.1 and 1.2, (ii) prior to the vote contemplated by Section 1.1 hereof (provided that such vote occurs on or prior to the termination of the Securities Purchase Agreement in accordance with its terms; it being agreed that if such vote has not occurred on or prior to such termination, this clause (ii) shall no longer be effective), sell, assign, transfer, encumber or otherwise dispose of (collectively "SELL," correlative terms to have correlative meanings), or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale of any Shares, or (iii) prior to the vote to elect directors of the Company at the Company's 2001 Annual Meeting of Stockholders (but in no event later than December 31, 2001), sell, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale of, any of the Shares held by such Stockholder on the date hereof. Notwithstanding anything in Sections 1.4(ii) or (iii) to the contrary, (x) a Stockholder may sell Shares so long as the
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Related to NO PROXIES FOR OR DISPOSITIONS OF SHARES

  • AUTHORIZATION AND ISSUANCE OF SHARES 1. The Customer shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued:

  • Restrictions on Grant of the Option and Issuance of Shares The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

  • Restrictions on Grant of the Award and Issuance of Shares The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • Restrictions on Issuance of Shares If at any time the Board shall determine in its discretion, that listing, registration or qualification of the shares of Stock covered by the Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the exercise of the Option, the Option may not be exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board.

  • Restrictions on Sale of Shares Optionee represents and agrees that, upon Optionee's exercise of the Option in whole or part, unless there is in effect at that time under the Securities Act of 1933 a registration statement relating to the shares issued to him, he will acquire the shares issuable upon exercise of this Option for the purpose of investment and not with a view to their resale or further distribution, and that upon each exercise thereof Optionee will furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. Optionee agrees that any certificates issued upon exercise of this Option may bear a legend indicating that their transferability is restricted in accordance with applicable state or federal securities law. Any person or persons entitled to exercise this Option under the provisions of Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under circumstances in which Optionee would be required to furnish such a written statement, also furnish to the Company a written statement to the same effect, satisfactory to the Company in form and substance.

  • Acquisition of Shares for Investment Sellers are acquiring the shares comprising the Stock Consideration for investment and not with a view toward sale in connection with any distribution thereof in violation of the Securities Act. Parent hereby acknowledges and agrees that the shares comprising the Stock Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under such Act, and without compliance with state and foreign securities Laws, in each case, to the extent applicable.

  • Conditions to Issuance of Shares The Shares deliverable to the Employee on the applicable settlement date may be either previously authorized but unissued Shares or issued Shares that have been reacquired by the Company. The Company shall not be required to issue any Shares hereunder so long as the Company reasonably anticipates that such issuance will violate Federal securities law, foreign securities law or other applicable law; provided however, that in such event the Company shall issue such Shares at the earliest possible date at which the Company reasonably anticipates that the issuance of the shares will not cause such violation. For purposes of the previous sentence, any issuance of Shares that would cause inclusion in gross income or the application of any penalty provision or other provision of the Internal Revenue Code or foreign tax law shall not be treated as a violation of applicable law.

  • Options, Rights, Warrants and Convertible and Exchangeable Securities In case the Company shall at any time after the date hereof issue options, rights or warrants to subscribe for shares of Stock, or issue any securities convertible into or exchangeable for shares of Stock, for a consideration per share less than the Exercise Price in effect or the Market Price immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, or without consideration, the Exercise Price in effect immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, as the case may be, shall be reduced to a price determined by making a computation in accordance with the provisions of Section 8.1 hereof; PROVIDED, that:

  • Valid Issuance of Shares The Shares being purchased by the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable law.

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