Restriction of Shares Sample Clauses

Restriction of Shares. Each of the parties hereto, severally and not jointly, hereby agrees that during the period commencing on the Closing Date, and for the period stated below with respect to each individual party (such periods referred to as the "Lockup Period(s)"), that such individual's present beneficial holdings shareholdings (as set forth beside the signature of such individual) in Pipeline, may not be offered, sold, transferred, assigned, pledged, hypothecated, or otherwise alienated, nor may any executory interest be created which would allow, or permit any of the foregoing during the Lockup Period.
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Restriction of Shares. The Employees holds as of the date hereof, 1,270,000 ---------------------- shares (the "Shares") of common stock, $.00001 par value per share, of the Company (the "Common Stock"). The Employee agrees that the Shares shall be subject to the Escrow Agreement referred to in Section 3(a) of this Agreement, the Purchase Option set forth in Section 2 of this Agreement and the restrictions on transfer set forth in Section 4 of this Agreement.
Sample 1
Restriction of Shares. The 1,118,652 shares of Common Stock to be sold by Seller are presently held in an escrow account with TranSecurities International, Inc. subject to the terms of a Promotional Shares Escrow Agreement dated June 26, 1997, true copies of which, and amendments thereto, if any, are attached hereto as Exhibit A. In addition, the 1,118,652 shares of Common Stock are subject to a lock-up agreement between the Seller and H.J. Meyers & Co., Inc., true xxxxxx xx which, and amendments thereto, if any, are attached hereto as Exhibit B.
Sample 1
Restriction of Shares. The Corporation's obligation to issue or deliver any certificate or certificates for shares of Common Stock under this Agreement, and the transferability of shares acquired by the exercise of the Option, shall be subject to all of the following conditions: (a) any registration or other qualification of such shares under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Corporation shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable provided that, the Corporation shall have no obligation to register any securities of the Corporation issued to or held by the Employee; (b) the obtaining of any other consent, approval, or permit from any state or federal governmental agency which the Corporation shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable; (c) each stock certificate issued pursuant to this Agreement shall bear any legend deemed to be required by the Corporation under federal and state securities laws including the following legend unless the Corporation determines that such legend is not required: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or under state securities laws. The securities may not be sold, transferred, pledged or hypothecated unless such securities are registered under the Act or pursuant to an opinion of counsel acceptable to Colonial Data Technologies Corp. that such registration is not required."
Sample 1
Restriction of Shares. The Company is under no obligation to register, under the 1933 Act, the Arizona Act or the securities laws of any other jurisdiction, any of the shares of Stock to be issued to the Optionholder upon the exercise of any option or to take any action which would make available any exemption from registration. If the shares to be issued to the Optionholder upon the exercise of any option have not been registered under the 1933 Act, the Arizona Act or the securities laws of any other jurisdiction, those shares will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and must be held indefinitely without any transfer, sale or other disposition unless (a) the shares are subsequently registered under the 1933 Act, the Arizona Act and the securities laws of any other applicable jurisdiction, or (b) the Optionholder obtains an opinion of counsel which is satisfactory to counsel for the Company that the shares may be sold in reliance on an exemption from registration requirements.
Sample 1
Restriction of Shares. Each Original Partner, severally and not jointly, ---------------------- agrees that during the term of this Agreement all Shares owned by such Original Partner (which Shares shall be referred to as the "Restricted Shares") shall be subject to the terms and conditions of this Agreement. No sale (as defined in Section 13 hereof), whether voluntary or involuntary, of any Restricted Shares shall be valid unless the terms and conditions of this Agreement have been complied with. Each Original Partner, severally and not jointly, represents and warrants that the total number of shares of common stock (the "Common Stock") presently owned by each such Original Partner is set forth under the signature of such Original Partner on the signature page of this Agreement and that such Original Partner is the sole legal and beneficial owner of such shares, except to the extent that such shares may be pledged for security for indebtedness of such Original Partner. If the shares are pledged, the name and address of the pledgee is also set forth on the signature page of this Agreement.
Sample 1
Restriction of Shares. The Restricted Securities will, upon issuance, be held by the Purchaser’s transfer agent as restricted securities with the legend set forth in Section 4(a) and a notation on the account that the Restricted Securities cannot be transferred without the consent of Purchaser. Upon termination of the Lock-Up Period, following the transfer agent’s receipt of appropriate instructions from the Restricted Holder or the Restricted Holder’s broker and a consent to transfer from Purchaser (which consent shall not be unreasonably withheld or delayed), the transfer agent shall release the Restricted Securities to the Restricted Holder or the Restricted Holder’s broker, as applicable, and the lock up restrictions on the Restricted Securities will no longer apply.
Sample 1
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Restriction of Shares. Without prior written consent of the Investors, prior to the Qualified IPO of the Company, the Founder and the Founding Entity shall not sell, assign or otherwise dispose of in any manner, or create any options or other derivative products over, any of the shares or equivalent shares they hold directly or indirectly in the Company or the Group, except as contemplated under the Transaction Documents.
Sample 1
Restriction of Shares. The parties hereto agree to hold in escrow for a period of one (1) year the shares of Purchaser which are to be issued to the shareholders of the Company upon the shares being registered with the Securities and Exchange Commission pursuant to Paragraphs "2.2" and "5.1(a)" of the Merger Agreement. These shares shall remain in escrow for a period of one (1) year prior to the distribution and delivery to the Company's Shareholders.
Sample 1

Related to Restriction of Shares

  • Reservation of Shares The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable upon exercise of the Warrants and Placement Warrants outstanding from time to time.

  • Disposition of Shares In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

  • Acquisition of Shares The Borrower will not acquire any equity, share capital, assets or obligations of any corporation or other entity or permit its Shares to be held by any party other than the Shareholder.

  • Combination of Shares If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares.

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • Restriction on Issuance of Shares The Grantor shall not be required to issue or deliver any certificate for Shares purchased upon the exercise of the Option unless (a) the issuance of such Shares has been registered with the Securities and Exchange Commission under the Securities Act, or counsel to the Grantor shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof; and (c) permission for the listing of such shares shall have been given by any national securities exchange on which the Common Stock of the Grantor is at the time of issuance listed.

  • Reservation of Shares of Common Stock The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Stock Fully Paid; Reservation of Shares All Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance pursuant to the terms and conditions herein, be fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, and reserved for the purpose of the issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.

  • Authorization of Shares The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

  • Restriction on Sale of Shares During a period of 180 days from the date of the Prospectus (the “Lock-Up Period”), the Transaction Entities will not, without the prior written consent of the Representatives (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or file any registration statement under the Securities Act with respect to any of the foregoing (except for a registration statement on Form S-8 relating to the Company’s equity incentive plan) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any Common Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Prospectus, (D) any Common Shares or Operating Partnership Units issued in connection with the formation of the Operating Partnership, (E) the Private Placement Shares, (F) Common Shares, in the aggregate not to exceed 10% of the number of Common Shares outstanding, issued in connection with other acquisitions of real property or real property companies; provided, however, that the recipients of Common Shares issued in connection with such an acquisition shall be required to agree in writing not to sell, offer, dispose of or otherwise transfer any such shares during the remainder of the Lock-Up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), or (G) Common Shares transferred in accordance with Article IV of the Company’s charter. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed in this Section 4(j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

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