PARENT STOCK - TRANSFER RESTRICTIONS Sample Clauses

PARENT STOCK - TRANSFER RESTRICTIONS. 8.1 50% LOCK-UP. In addition to applicable federal and state securities laws restricting the public sale of the Parent Stock to be issued to the Stockholders hereunder as set forth in SECTION 8.2 below, the Stockholders hereby irrevocably agree that for a period of two years after the Closing Date, they will not to (i) offer, pledge, sell or otherwise transfer directly or indirectly, more than 50% of the shares of Parent Stock received hereunder (as adjusted for any stock splits, recapitalizations, mergers or other similar events post-IPO), or (ii) enter into any agreement that transfers, in whole or in part, any of the economic consequences of ownership of more than 50% of the shares of Parent Stock received hereunder (as adjusted for any stock splits, recapitalizations, mergers or other similar events post-IPO). The Stockholders agree that the foregoing shall be binding upon the Stockholders' successors, assigns, heirs, and personal representatives.
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PARENT STOCK - TRANSFER RESTRICTIONS. 8.1 LOCK-UP. In addition to applicable federal and state securities laws restricting the public sale of the Parent Stock to be issued to the Stockholders hereunder, the Stockholders hereby irrevocably agrees that for a period of (i) one (1) year after the Closing Date with respect to 100% of such stock, and (ii) two (2) years after the Closing Date with respect to 50% of such stock, the Stockholders will not offer, pledge, sell, assign or otherwise transfer directly or indirectly, any of the Parent Stock or enter into any agreement that transfers or assigns, in whole or in part, any of the economic consequences of ownership of the shares of Parent Stock received hereunder (such restrictions adjusted for any stock splits, recapitalizations, mergers or other similar events). The Stockholders agree that the foregoing shall be binding upon the Stockholder and their respective successors, assigns, heirs, and personal representatives.
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PARENT STOCK - TRANSFER RESTRICTIONS. 8.1 50% LOCK-UP. In addition to applicable federal and state securities laws restricting the public sale of the Parent Stock to be issued to the Stockholders hereunder as set forth in SECTION 8.2 below, the Stockholders hereby irrevocably agree that prior to the closing date of the Parent's contemplated IPO and for a period of two years after the IPO closing date, they will not to (i) offer, pledge, sell or otherwise transfer (except as contemplated in Section 1.5(a)(1)(ii) hereof), directly or indirectly, more than 50% of the shares of Parent Stock received hereunder (as adjusted for any stock splits, recapitalizations, mergers or other similar events post-IPO), or (ii) enter into agreement that transfers, in whole or in part, any of the economic consequences of ownership of more than 50% of the shares of Parent Stock received hereunder (as adjusted for any stock splits, recapitalizations, mergers or other similar events post-IPO). The Stockholders agree that the foregoing shall be binding upon the Stockholders' successors, assigns, heirs, and personal representatives.
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PARENT STOCK - TRANSFER RESTRICTIONS 
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Related to PARENT STOCK - TRANSFER RESTRICTIONS

  • Stock Transfer Restrictions UTEK acknowledges that the MTKN Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

  • Lock-up; Transfer Restrictions (a) The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up.

  • No Other Legend or Stock Transfer Restrictions No legend other than the one specified in Section 9.1 has been or shall be placed on the share certificates representing the Registrable Securities and no instructions or "stop transfer orders," "stock transfer restrictions," or other restrictions have been or shall be given to the Company's transfer agent with respect thereto other than as expressly set forth in this Article IX.

  • Securities Law Transfer Restrictions By taking and holding this Warrant, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant have been registered under the Securities Act or any applicable state securities or blue sky law (collectively, "Securities Laws"); (ii) agrees not to sell, transfer or otherwise dispose of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and (b) accepts by written instrument reasonably acceptable to the Company each of the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities Laws.

  • Transfer Restriction No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

  • Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

  • Minimum Transfer Restriction Any Transferring Partner must Transfer not less than the lesser of (i) five hundred (500) Partnership Units or (ii) all of the remaining Partnership Units owned by such Transferring Partner, without, in each case, the Consent of the General Partner; provided, however, that, for purposes of determining compliance with the foregoing restriction, all Partnership Units owned by Affiliates of a Limited Partner shall be considered to be owned by such Limited Partner.

  • Certificate Transfer Restrictions The Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity (each, a "Benefit Plan"). By accepting and holding a Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan.

  • General Transfer Restrictions The right of any Holder to Transfer any Shares held by it is subject to the restrictions set forth below.

  • Company Restricted Shares At the Effective Time, each share of Company Stock subject to vesting, repurchase or other restrictions pursuant to the Company Stock Plan (a “Company Restricted Share”) that is outstanding immediately prior to the Effective Time shall vest in full and become free of restrictions and any repurchase rights shall lapse, and the holder thereof shall be entitled to receive only the Merger Consideration with respect to each such Company Restricted Share in accordance with Section 2.05(b).

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