Prohibitions Against Transfer. The Option, and the rights and privileges conferred hereby, may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) by the Participant, or be subject to execution, attachment or similar process, and shall be exercisable only by the Participant, except as provided in Section 12 of the Plan.
Prohibitions Against Transfer. (a) Stockholder agrees that, during the period from the date 30 days prior to the date of consummation of the Merger through the date on which financial results covering at least 30 days of post-Merger combined operations of Parent and the Company have been published by Parent (within the meaning of the applicable "pooling of interests" accounting requirements) (the "Restricted Period"):
(i) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any capital stock of the Company (including, without limitation, the Company Shares and any additional shares of capital stock of the Company acquired by Stockholder, whether upon exercise of a stock option or otherwise), except pursuant to and upon consummation of the Merger, or (B) any option or other right to purchase any shares of capital stock of the Company, except by exercise of an option or pursuant to and upon consummation of the Merger; and
(ii) Stockholder shall not sell, transfer or otherwise dispose of, or reduce Stockholder's interest in or risk relating to, (A) any shares of capital stock of Parent (including without limitation the Parent Shares and any additional shares of capital stock of Parent acquired by Stockholder, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent, except by exercise of an option.
(b) Notwithstanding the restrictions contained in Section 3(a), Stockholder may transfer or otherwise reduce his risk relative to shares of Company Common Stock or Parent Common Stock during the Restricted Period if (i) Parent, after consulting with its independent accountants, determines that such transfer or reduction in risk will not adversely affect the ability of Parent to account for the Merger as a "pooling of interests," and (ii) Parent consents in writing to such transfer or reduction in risk (it being understood that Parent will not unreasonably withhold or delay such consent).
(c) Stockholder agrees that Stockholder shall not effect any sale, transfer or other disposition of any Parent Shares unless:
(i) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act;
(ii) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, as evidenced by a broker's letter and a representation letter executed by Stockhold...
Prohibitions Against Transfer. Shareholder agrees that Shareholder shall not effect any sale, transfer or other disposition of any Parent Shares unless:
a. such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Act;
b. such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Act, as evidenced by a broker's letter and a representation letter executed by Shareholder (satisfactory in form and content to Parent) stating that such requirements have been met;
c. counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from registration under the Act; or
d. an authorized representative of the SEC shall have rendered written advice to Shareholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent.
Prohibitions Against Transfer. Stockholder agrees that Stockholder shall not effect any sale, transfer or other disposition of any shares of Parent Stock that Stockholder is to receive in the Merger (the “Parent Shares”) unless: (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; (b) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, as evidenced by a broker’s letter and a representation letter executed by Stockholder (reasonably satisfactory in form and content to Parent) stating that such requirements have been met; (c) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (reasonably satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from the registration requirements of the Securities Act; or (d) an authorized representative of the Securities and Exchange Commission (“SEC”) shall have rendered written advice to Stockholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent.
Prohibitions Against Transfer. An Award, and the rights and privileges conferred hereby, may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) by the Participant, or be subject to execution, attachment or similar process, until vested, except as provided in Section 12(c) of the Plan and the Appendix or Appendices hereto.
Prohibitions Against Transfer. The Holder understands and acknowledges that it shall not effect any sale, transfer or other disposition, or any assignment, pledge or hypothecation, of any shares of GraphOn Common Stock that he is to receive in the Merger unless:
(i) such sale, transfer, disposition, assignment, pledge or hypothecation has been registered under the Securities Act;
(ii) counsel reasonably satisfactory to GraphOn shall have advised GraphOn in a written opinion letter (satisfactory in form and content to GraphOn), upon which GraphOn may rely, that such sale, transfer, disposition, assignment, pledge or hypothecation will be exempt from registration under the Securities Act; or
(iii) an authorized representative of the SEC shall have rendered written advice to the Holder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer, disposition, assignment, pledge or hypothecation and a copy of such written advice and all other related communications with the SEC shall have been delivered to GraphOn.
Prohibitions Against Transfer. The Shareholder shall not effect any sale, transfer or other disposition of any of the Parent Common Stock that he is to receive in connection with the Merger unless:
(a) such sale, transfer or other disposition has been registered under the Act;
(b) such sale, transfer or other disposition is made in conformity with the requirements of Rule 144 under the Act, as evidenced by a broker's letter and a representation letter executed by the Shareholder (satisfactory in form and content to Parent) stating that such requirements have been met;
(c) counsel reasonably satisfactory to Parent shall have advised Parent in a written opinion letter (satisfactory in form and content to Parent), upon which Parent may rely, that such sale, transfer or other disposition will be exempt from registration under the Act; or
(d) an authorized representative of the SEC shall have rendered written advice to the Shareholder to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written advice and all other related communications with the SEC shall have been delivered to Parent. The Shareholder has executed and delivered this Letter as of the date first written above. ___________________________________ Name:______________________________ Number of shares:__________________ State of Residence:________________ Exhibit E Form of Tax Representation Letters TAX REPRESENTATION LETTER TO BE EXECUTED BY XXXXX, INC. October __, 0000 Xxxxxx Xxxxxxx LLP Xxxxxx Xxxxxxxx LLP One Maritime Plaza, 20/th/ Floor 0000 Xxx Xxxxx Xxxxxx San Francisco, CA 94115 Eighteenth and Xxxx Xxxxxxx Xxxxxxxxxxxx, XX 00000-0000 Re: Merger pursuant to the Agreement and Plan of Merger and Reorganization (the "Reorganization Agreement") dated September 15, 1999, among Acuson Corporation, a Delaware corporation ("Parent"), Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Xxxxx, Inc., a Pennsylvania corporation (the "Company"), and the related Certificate of Merger and Articles of Merger between Merger Sub and the Company (collectively, the "Certificate of Merger"). Ladies and Gentlemen: This letter is supplied to you in connection with your rendering of opinions regarding certain federal income tax consequences of the Merger. Unless otherwise indicated, capitalized terms not defined herein have the meanings set forth ...
Prohibitions Against Transfer. NationsBank, N.A. may not participate, assign or transfer all or any portion of its interest hereunder or under the other Operative Agreements unless the sum of the Holder Commitments and Lender Commitments in the aggregate exceeds $30,000,000. NationsBank, N.A. may not, directly or indirectly, assign, convey or otherwise transfer any of its right, title or interest in or to the Trust Estate or the Operative Agreements unless the sum of the Holder Commitments and the Lender Commitments in the aggregate exceeds $30,000,000.
Prohibitions Against Transfer. The Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Xxxxxxx only by Xxxxxxx. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors, and assigns of Xxxxxxx.
Prohibitions Against Transfer. Affiliate agrees that, during the period from the date hereof through the date on which financial results covering at least 30 days of post-Merger combined operations of Parent and the Companies have been published by Parent (within the meaning of the applicable "pooling of interests" accounting requirements):
(a) Affiliate shall not sell, transfer or otherwise dispose of, or reduce Affiliate's interest in or risk relating to, any capital stock of any of the Companies, except pursuant to and upon consummation of the Mergers; and
(b) Affiliate shall not sell, transfer or otherwise dispose of, or reduce Affiliate's interest in or risk relating to, (A) any shares of capital stock of Parent (including without limitation the Parent Shares and any additional shares of capital stock of Parent acquired by Affiliate, whether upon exercise of a stock option or otherwise), or (B) any option or other right to purchase any shares of capital stock of Parent; except in the case of clause (A) for transfers to trusts and foundations that execute an affiliate agreement substantially in the form of Exhibit A.
