Restriction on Disposition. By receipt of the Restricted Shares, the Participant acknowledges and agrees that the Participant will not offer, sell, contract to sell, hedge, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), directly or indirectly, any of these Restricted Shares, or publicly announce an intention to effect any such transaction, for a period of one year from the date of the final prospectus relating to Company initial public offering. The Participant further acknowledges and agrees that a breach of the restrictions set forth in this Section 13 shall result in the cancellation of the Restricted Shares.
Restriction on Disposition. Neither the issuance of the Warrant nor the issuance of the shares of Common Stock issuable upon exercise of the Warrant has been registered under the Act or any applicable state law. The Warrant is issued to the Holder on the condition that the Warrant and any Common Stock purchased upon exercise of the Warrant are or will be purchased for investment purposes and not with an intent to distribute the same. All shares of Common Stock acquired by Holder upon exercise of this Warrant shall be subject to the restrictions on sale, encumbrance and other disposition contained in the Company's By-laws, or imposed by applicable U.S. and state and federal laws or regulations regarding the registration or qualification of such acquisition of shares of Common Stock, and may not be sold or otherwise disposed of unless the Company has received an opinion of counsel reasonably satisfactory in form and substance to counsel for the Company that such transaction will not violate the registration requirements of the Act or any applicable state law regulating the sale of securities.
Restriction on Disposition. All common shares acquired by Employee -------------------------- pursuant to this Agreement shall be subject to the restrictions on sale, encumbrance and other disposition contained in the Company's By-Laws, or imposed by applicable state and federal laws or regulations regarding the registration or qualification of such acquisition of common shares, and may not be sold or otherwise disposed of (i) within two years from the date of the granting of the Option under which such common shares were acquired, (ii) within one year after the exercise of the Option, and (iii) unless the Corporation has received a prior opinion of Employee's counsel satisfactory in form and substance to counsel for the Corporation that such transaction will not violate the Securities Act of 1933 or any applicable state law regulating the sale of securities.
Restriction on Disposition. All common shares acquired by -------------------------- Executive pursuant to this Agreement shall be subject to the restrictions on sale, encumbrance and other disposition contained in the Corporation's By-Laws, or imposed by applicable state and federal laws or regulations regarding the registration or qualification of such acquisition of common shares, and may not be sold or otherwise disposed of except in accordance with applicable exemptions from registration under applicable federal and state laws or pursuant to registration thereunder.
Restriction on Disposition. (a) The undersigned agrees that during the Pooling Period (as defined below) he or she will not sell, transfer, or otherwise dispose of his or her interests in, or reduce his or her risk relative to, any of the (i) shares of Company Common Stock over which the undersigned has or shares voting or dispositive power with respect thereto or (ii) shares of Acquiror Common Stock into which such shares of Company Common Stock are converted upon consummation of the Merger or upon the exercise of any options to purchase Acquiror Common Stock. Notwithstanding the foregoing, the undersigned may sell, transfer or otherwise dispose of his or her interests in, or reduce his or her risk relative with respect to a de minimis (such amount to be determined in accordance with accounting rules, regulations, interpretations and bulletins of the SEC) number of (i) shares of Company Common Stock over which the undersigned has or shares voting or dispositive power with respect there to or (ii) shares of Acquiror Common Stock into which such shares of Company Common Stock are converted upon consummation of the Merger or upon the exercise of any options to purchase Acquiror Common Stock (any such transfer, a "De Minimis Transfer"), provided, ------------------- --------- however, that any De Minimis Transfer shall be subject to the prior written ------- consent and approval of Acquiror and Acquiror shall be entitled to withhold such consent and approval (such consent and approval not to be unreasonably withheld) if the Acquiror reasonably believes (after consultation with Acquiror's independent public accountants) that such De Minimis Transfer (along with any other De Minimis Transfers by the undersigned or any other "affiliate" of the Company or the Acquiror) would prevent accounting for the Merger as a "pooling of interests".
(b) For purposes of this Affiliate Agreement, "Pooling Period" shall -------------- mean the period commencing thirty (30) days prior to the Effective Time and ending on the date which is one business day after publication by Acquiror of its results of post-Merger operations for the period which includes at least thirty (30) days of post-Merger combined operations of Acquiror and the Company whether by issuance of a quarterly earnings report on Form 10-K, 10-Q or other public issuance (such as a press release) that includes such information. The undersigned understands that reducing his or her risk relative to such shares of Company Common Stock or Acquiror ...
Restriction on Disposition. The Grantor will not sell, assign, convey, exchange, lease, release or abandon, or otherwise dispose of, any Collateral except as expressly permitted in Section 7.5 of the Credit Agreement.
Restriction on Disposition. Neither this Warrant nor the shares of Common Stock issuable upon exercise of this Warrant has been registered under the Act or any applicable state securities law. The Warrant is issued to the Holder on the condition that the Warrant and any Common Stock purchased upon exercise of the Warrant (excepting Common Stock for which a Notification under Regulation A or a Registration Statement has been filed and declared effective and for which such exercise may be effected pursuant to registration or an exemption
Restriction on Disposition. The Company shall not, and shall cause its Subsidiaries not to, sell, transfer, lease or otherwise dispose of any cash or other asset, including any equity interests owned by it, or issue any additional equity interests in any Subsidiary (other than Securities to the Buyer) (each, a “Disposition”, and the term “Dispose” as a verb has the corresponding meaning), or enter into any agreement to make any Disposition, except: (i) Dispositions to a Material Subsidiary following the Company’s delivery of the post-closing deliverables specified in Section 4(aa); (ii) Dispositions for wages for ordinary course services of employees, officers or directors of the Company or any of its Subsidiaries; (iii) Dispositions for trade payables entered into in the ordinary course of business consistent with past practice; (iv) Dispositions of damaged, obsolete or worn-out property no longer used or useful in the business, whether now owned or hereafter acquired, in the ordinary course of business consistent with past procatice; (v) Dispositions of equipment or real property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (vi) other Dispositions so long as (A) the consideration paid in connection therewith shall be cash or cash equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (B) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 4(bb), (C) no Event of Default is continuing as of the date of such Disposition and (D) the aggregate net book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions occurring after the Effective Date shall not exceed $250,000 in the aggregate during any fiscal year; (vii) the use and disposition of cash or cash equivalents to the extent not otherwise prohibited by this Agreement or the other Transaction Documents; (viii) the disposition of accounts or payment intangibles (each as defined in the UCC) resulting from the compromise or settlement thereof in the ordinary course of business for less than the full a...
Restriction on Disposition. The Pledgor will not sell, assign, convey, exchange, lease, release or abandon, or otherwise dispose of, any Collateral.
Restriction on Disposition. (a) While this Agreement is in force and effect, no Shareholder shall Dispose Of its interest in any of the Shares now or later owned by it, except by the terms of this Agreement. Any attempted or purported transfer of an ownership interest in violation of this Agreement shall be void and shall constitute an abandonment of the Shareholder's Shares. No transfer of ownership interests pursuant to this Agreement shall be recognized by the Corporation until it is duly entered upon the books and records of the Corporation and all indicia of ownership are changed accordingly.
(b) The Share certificates shall bear the following legend or a legend to the following effect: These shares have not been registered under the Securities Act of 1933, and may not be sold, transferred, pledged, or hypothecated except pursuant to registration under such Act or pursuant to an available exemption from registration under said Act. The transfer of these shares is further restricted under the terms of a Shareholders' Agreement dated as of July 14, 2000 between the holder of this certificate and the Corporation, a copy of which is on file at the principal office of the Corporation. No transfer will be recognized by the Corporation until, as the case may be, counsel to the Corporation is satisfied there is no violation of the Securities Act of 1933, the other shareholders consent to the transfer, or both.
(c) By virtue of such legend and with notice, any transferee of the Shares of the Corporation becomes a party to, and is bound by, this Agreement.
