Ownership and Transfer Restrictions. The Committee, in its absolute discretion, may impose at the time of grant such restrictions on the ownership and transferability of the shares of Common Stock purchasable upon the exercise of an Option as it deems appropriate. Any such restriction shall be set forth in the Award Agreement and may be referred to on the certificates or other indicia evidencing such shares of Common Stock.
Ownership and Transfer Restrictions. Shares acquired through the exercise of an Option shall be subject to the restrictions on ownership and transfer set forth in the Company's Amended and Restated Charter, as in effect from time to time.
Ownership and Transfer Restrictions. (a) Notwithstanding any other provisions of this Global Warrant Certificate, Warrants may not be Transferred (as defined herein) to any Person or group or exercised, unless each of the following conditions is satisfied: (i) upon consummation of such Transfer or exercise, as applicable, such Person or group would not be in violation of the Ownership Limitations (as defined herein), (ii) neither the transferee nor any of its affiliates or related parties is a Competitor (as defined herein) of the Company and its subsidiaries in the Atlantic City market, (iii) such Transfer or exercise, as applicable, is to a person that is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act) pursuant to an exemption from the registration requirements of the federal or state securities laws (or in a transaction not covered by these laws), and (iv) upon consummation of such transfer or exercise, as applicable, the Warrants and the shares of Common Stock would not be held or beneficially owned by 500 or more Persons or would otherwise require the Company to register the Warrants or shares of Common Stock pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), unless for purposes of this clause (iv) the Warrants and the shares of Common Stock are already then registered pursuant to the Exchange Act ((i), (ii), (iii) and (iv) collectively, the “Transfer Restrictions”).
Ownership and Transfer Restrictions. To protect the Company's status as a REIT, a Person may not own or convert any Debenture if such ownership or conversion, in the good faith opinion of the Board of Directors, (i) might cause the Company to fail to comply with any requirement necessary for the continued qualification of the Company as a REIT or (ii) would result in a single Person owning more than 9.8% of the Company's outstanding stock within the meaning of the Code. For the purpose of the preceding sentence, a Person shall be considered to own shares of Company stock which are owned directly by such Person (held of record by such Person or such Person's nominee or nominees) and shares of Company stock which are owned indirectly by such Person (including shares of Common Stock issuable upon conversation of the Debentures) pursuant to Sections 542, 544 and 856 of the Code and the regulations promulgated thereunder.
Ownership and Transfer Restrictions. The Series B Preferred Stock shall be subject to the provisions of Article VII of the Charter.
Ownership and Transfer Restrictions. The Administrator, in its discretion, may impose such restrictions on the ownership and transferability of the shares purchasable upon the exercise of an Option as it deems appropriate; provided, however, that with respect to any shares purchasable on the exercise of a Non-Qualified Stock Option intended to be exempt from the requirements of Section 409A of the Code, the Administrator shall not impose any restrictions that would cause such shares to fail to qualify as "service recipient stock" within the meaning of Section 409A of the Code. Any such restriction shall be set forth in the respective Award Agreement and may be referred to on the certificates evidencing such shares. The Holder shall give the Company prompt notice of any disposition of shares of Common Stock acquired by exercise of an Incentive Stock Option within (a) two years from the date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Holder, or (b) one year after the transfer of such shares to such Holder.
Ownership and Transfer Restrictions. 2.1 Subject to the limitations set forth in Section 2.2 and the Exchange Agreement, each ARC Principal (and upon the death or Disability of such ARC Principal, his duly appointed personal representative) individually shall have the right to cause ARC to effect, at any time and from time to time, on one or more occasions, an Exchange with respect to all or a portion of such ARC Principal Group’s Economic Interest in AOG Principal Units. The proceeds from any such Exchange, net of all selling expenses (other than selling expenses borne by Apollo pursuant to the Shareholders Agreement), shall be distributed by ARC to the members of such selling ARC Principal’s Group in proportion to their Economic Interest in AOG Principal Units subject to such Exchange. Upon the direction by an ARC Principal (and upon the death or Disability of such ARC Principal, his duly appointed personal representative) to effect an Exchange in compliance with this Agreement, ARC shall be required to undertake an Exchange, at the Exchange Rate (as defined in the Exchange Agreement), of an AOG Principal Unit for a Class A Share and shall use commercially reasonable efforts to promptly consummate such Exchange; provided that each ARC Principal acknowledges that one or more events, such as an underwriter cutback, the unavailability of a registration, the possession of material non-public information, or general market dislocation may affect the timing of a proposed sale or disposition of Class A Shares following an Exchange, and accordingly, ARC shall sell or dispose of such shares as promptly as practicable upon receipt thereof, taking into account the circumstances surrounding such proposed sale or disposition.
2.2 Notwithstanding the foregoing, each ARC Principal agrees that he will not, directly or indirectly (and ARC will not on such ARC Principal’s behalf):
Ownership and Transfer Restrictions. The ownership of the Initial Purchase Shares shall be transferred upon payment of the Initial Purchase Price, but shall remain subject to the transfer restrictions imposed pursuant to Article 5.
Ownership and Transfer Restrictions. The terms and provisions contained in Section 4 of the Global Warrant Certificate shall constitute, and are hereby expressly made, a part of this Agreement. Any attempted exercise or Transfer that is prohibited by the Ownership Limitations and/or the Transfer Restrictions shall be null and void and shall not be effective to exercise or Transfer any Warrant, unless such exercise or Transfer both (a) is approved by majority vote of the board of directors of the Company (the “Board”) and (b) is in compliance with the New Jersey Gaming Laws. The Company may institute legal proceedings to force rescission of a Transfer prohibited by this Section 6 and to seek any other remedy available to it at law, in equity or otherwise, including an injunction prohibiting any such Transfer.
Ownership and Transfer Restrictions
