Restriction on Cxxxxxxxx Shares after the Restricted Period Sample Clauses

Restriction on Cxxxxxxxx Shares after the Restricted Period. After the end of the Restricted Period, Cxxxxxxxx may, in his sole and absolute discretion and without restriction as to timing or amount(s), transfer, in one or more transactions, any or all of the Cxxxxxxxx Shares; provided, however, that if at the time of any such contemplated transfer any member of the Gxxx Capital Group (including such members’ respective nominees, if any) owns of record any Company Shares, Cxxxxxxxx shall provide written notice to Gxxx Capital at least three (3) business days prior to effecting such transfer of his decision to do so, which notice shall include the date of such contemplated transfer, the percentage of his then total Cxxxxxxxx Share position (cumulating for such purpose all Cxxxxxxxx Shares then owned of record by him and by his nominees, if any, respectively) proposed to be then transferred by Cxxxxxxxx (the “Cxxxxxxxx Transfer Percentage”), and the number of Cxxxxxxxx Shares implied by that percentage; and Gxxx Capital, if it wishes to participate in such contemplated transfer, shall provide written counter-notice to Cxxxxxxxx by not later than the end of the business day immediately preceding the date of such contemplated transfer of its decision to participate in such contemplated transfer and the percentage of its then total Company Share position (cumulating for such purpose all Company Shares then owned of record by members of the Gxxx Capital Group and by their respective nominees, if any, respectively) it wishes to have included (up to but not exceeding the Cxxxxxxxx Transfer Percentage, as Gxxx Capital shall in its sole and absolute discretion elect); provided, however, that Gxxx Capital may only transfer Company Shares pursuant to this Section 8.3 if, and as to which, it shall have duly and timely provided such written counter-notice to Cxxxxxxxx, and then only up to but not exceeding the Cxxxxxxxx Transfer Percentage of its then total Company Share position. Each party shall be responsible for effecting the transfer of its own Company Shares or Cxxxxxxxx Shares, as the case may be, pursuant to this Section 8.3, and shall notify the other party promptly following the end of trading for each day on which any portion of such transfer is effected or sought to be effected of the status of such transfer, disclosing any fills, partial fills, or change in its transfer intentions. If Gxxx Capital elects not to so participate (or continue to participate), or fails to duly and timely notify Cxxxxxxxx of its decision t...
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Related to Restriction on Cxxxxxxxx Shares after the Restricted Period

  • Restriction Period The Restriction Period with respect to each Restricted Stock Unit is the time between the Grant Date and the date such Restricted Stock Unit vests.

  • Release of Restrictions Upon vesting of any portion of the shares of Restricted Stock and satisfaction of any other conditions required by the Plan or pursuant to this Restricted Stock Agreement, the Company shall promptly either issue a stock certificate, without such restricted legend, for any shares of the Restricted Stock that have vested, or, if the shares are held in book entry form, the Company shall remove the notations on the book form for any shares of the Restricted Stock that have vested.

  • Vesting and Lapse of Restrictions Subject to Sections 2.2(a) and 2.2(c), the Award shall vest and Restrictions shall lapse in accordance with the vesting schedule set forth on the Grant Notice.

  • Lapse of Restrictions If, for any reason, Shares are issued to the Employee within six months of the Grant Date, the Employee agrees that he or she will not sell or otherwise dispose of any such Shares prior to the six-month anniversary of the Grant Date.

  • Expiration of Restrictions and Risk of Forfeiture Unless otherwise provided in Section 7 below, the restrictions on the Restricted Stock Units granted pursuant to this Agreement, including the Forfeiture Restrictions, will expire on September 30, 2014, and shares of Stock that are nonforfeitable and transferable will be issued to you in payment of your vested Restricted Stock Units as set forth in Section 5, provided that you remain in the continuous employ of, or a service provider to, the Company or its Subsidiaries until September 30, 2014.

  • Restriction on Transfer of Option Shares Anything in this Agreement to the contrary notwithstanding, the Optionee hereby agrees that it shall not sell, transfer by any means or otherwise dispose of the Option Shares acquired by it without registration under the 1933 Act, or in the event that they are not so registered, unless (i) an exemption from the 1933 Act registration requirements is available thereunder, and (ii) the Optionee has furnished the Company with notice of such proposed transfer and the Company’s legal counsel, in its reasonable opinion, shall deem such proposed transfer to be so exempt.

  • Extension of Restriction Period The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Sections 4.2, 4.3 or 4.4 hereof.

  • Restrictions; Vesting Subject to the terms and conditions of the Plan and this Agreement, Participant’s rights in and to Restricted Stock Units shall vest, if at all, as follows:

  • Termination of Restrictions Except as set forth in Section 9.3 hereof, the restrictions imposed by this Section 9 upon the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities: (a) which shall have been effectively registered under the Securities Act, or (b) when, in the opinions of both counsel for the holder thereof and counsel for the Company, such restrictions are no longer required in order to insure compliance with the Securities Act or Section 10 hereof. Whenever such restrictions shall cease and terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive from the Company, without expense (other than applicable transfer taxes, if any), new securities of like tenor not bearing the applicable legends required by Section 9.1 hereof.

  • Issuance Restrictions (i) If the Company has not obtained the approval of its shareholders in accordance with NASDAQ Listing Rule 5635(d), then the Company may not issue upon exercise of this Warrant a number of Warrant Shares, which, when aggregated with any shares of Common Stock (i) issued pursuant to the Purchase Agreement, (ii) issuable upon conversion of the Notes issued pursuant to the Purchase Agreement; (iii) issuable upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement and (iv) issuable pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 19.99% shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Aggregate Purchase Price by (y) the aggregate original Aggregate Purchase Price of all Purchasers pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Warrants and the amount of shares issued to such Holder pursuant to its Warrants was less than such Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required approval of the Company’s shareholders of the issuance of Securities pursuant to the Purchase Agreement (“Shareholder Approval”) is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective. Notwithstanding anything herein to the contrary, the Issuance Restrictions of this Section 2 shall be inapplicable to any Warrants issued with an exercise price at the greater of the book or market value pursuant to NASDAQ Rule 5635(d). The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

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