Restriction on Disposition of Shares. The shares purchased pursuant ------------------------------------ to the exercise of an Incentive Stock Option shall not be transferred by the Optionee except pursuant to the Optionee's will, or the laws of descent and distribution, until such date which is the later of two years after the grant of such Incentive Stock Option or one year after the transfer of the shares to the Optionee pursuant to the exercise of such Incentive Stock Option.
Restriction on Disposition of Shares. All options and Shares obtained through any Options shall be subject to the Stockholders' Agreement and all dispositions of Shares (or Options) shall be governed by the terms and conditions set forth in the Stockholders' Agreement.
Restriction on Disposition of Shares. The Optionee hereby acknowledges that the shares purchased pursuant to the exercise of an Incentive Stock Option may lose their intended federal income tax benefits to the Optionee in the event that the shares are transferred before the later to occur of: (i) the date two years after the grant of the Incentive Stock Option, or (ii) one year after the transfer of the shares to the Optionee pursuant to the exercise of an Incentive Stock Option. The Optionee further acknowledges that he or she is solely responsible for obtaining his or her own tax advice relating to the exercise of an Incentive Stock Option and the disposition of shares acquired through the exercise of an Incentive Stock Option.
Restriction on Disposition of Shares. Derived from an Exercise Under this Award If you exercise any part of your award before the fifth anniversary of the Grant Date, then you may not sell, assign, transfer, pledge or encumber the net number of shares of Common Stock derived from such exercise until the fifth anniversary of the Grant Date. Notwithstanding the foregoing, this restriction on disposition and transfer of shares shall not apply to your beneficiary in the event of your death. Your Obligations As consideration for the grant of this award, you agree to comply with and be bound by the following:
Restriction on Disposition of Shares. Notwithstanding Employee's satisfaction of its obligations under that certain Stock Purchase Agreement between Employer and Employee dated October 17, 2001 (the "Stock Purchase Agreement"), those certain Notes (as such term is defined in the Stock Purchase Agreement), those certain Stock Pledge Agreements (as such term is defined in the Stock Purchase Agreement) and any amendments or modifications thereto, Employee shall not transfer, assign, encumber or otherwise dispose of any of the Purchased Shares (as such term is defined in the Stock Purchase Agreement) on or prior to March 31, 2003. The stock certificates for the Purchased Shares shall be endorsed with the following legend: "The shares represented by this certificate are subject to a certain Separation Agreement between ION Networks, Inc. and Xxxxx Xxxxxxxx, and accordingly may not be sold, assigned, transferred, encumbered, or in any manner dispose of on or before March 31, 2003."
Restriction on Disposition of Shares. Derived from an Exercise Under this Award If you exercise any part of your award before the fifth anniversary of the Grant Date, then you may not sell, assign, transfer, pledge or encumber the net number of shares of Common Stock derived from such exercise until the fifth anniversary of the Grant Date. Prior to the fifth anniversary of the Grant Date and prior to any exercise date thereafter, JPMorgan Chase may impose, for such date and up to 30 days following such date, such restrictions on the Common Stock to be issued to you as it may deem appropriate, including, but not limited to, restricting the sale, assignment, transfer, pledge or encumbrance of such Common Stock. The imposition of such restrictions shall not be deemed an amendment of your Award Agreement subject to your consent. In the Firm’s discretion, such shares may be held in an account with the Firm’s stock transfer agent. Notwithstanding the foregoing, this restriction on disposition and transfer of shares shall not apply to your beneficiary in the event of your death. Your Obligations In consideration of the grant of this award, you agree to comply with and be bound by the following:
Restriction on Disposition of Shares. Derived from an Exercise Under this Award If you exercise any part of your award before the fifth anniversary of the Grant Date, then you may not sell, assign, transfer, pledge or encumber the net number of shares of Common Stock derived from such exercise until the fifth anniversary of the Grant Date. Such shares will be held in an account with the Firm’s stock transfer agent and will be subject to recovery by the Firm in accordance with the “Remedies” and “Right to Set-Off” sections below. Notwithstanding the foregoing, this restriction on disposition and transfer of shares shall not apply to your beneficiary in the event of your death. Your Obligations In consideration of the grant of this award, you agree to comply with and be bound by the following:
Restriction on Disposition of Shares. Hamlxx xxxll deliver to Amerishop a certificate or certificates for 275,000 shares of Amerishop registered in his name and free and clear of all claims or encumbrances whatsoever. Amerishop shall place a legend on such certificates to the effect that no sale or transfer may be made of said shares without the written consent of Amerishop, which consent shall not be withheld for transfers permitted hereunder so long as sufficient shares are retained by Hamlxx xx enable him to satisfy the options granted herein. Amerishop shall place a stop transfer instruction with respect to the sale of such shares, such restriction to apply during the four (4) year period of this option and to such issued certificates as may occur subsequent to the exercise of an option hereunder. Such legend and stop transfer shall be removed with respect to all shares no longer subject to an option hereunder.
Restriction on Disposition of Shares. Unless the Company otherwise agrees in writing, the shares purchased pursuant to the exercise of an Incentive Stock Option shall not be Transferred by the Optionee except pursuant to the Optionee’s will, or the laws of descent and distribution, until such date which is the later of two years after the grant of such Incentive Stock Option or one year after the transfer of the shares to the Optionee pursuant to the exercise of such Incentive Stock Option. An attempted transfer of such shares in violation of these restrictions will be permitted if such a transfer would have been permitted under this Agreement for shares purchased pursuant to the exercise a Non-Incentive Stock Option, but the Incentive Stock Option under which such shares were issued thereupon will become a Non-Incentive Stock Option subject to all the terms of this Agreement and the Plan governing Non-Incentive Stock Options.
Restriction on Disposition of Shares. Shareholders covenant and warrant that the shares to be received by them pursuant to the merger of RM&M into RAI shall be acquired for their own account and not with the present view towards distribution and that they shall not dispose of these shares except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended; or (ii) in any other transaction which in the opinion of counsel acceptable to Palm is exempt from registration under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. In order to effectuate the covenants of this Subparagraph 11.1, each Shareholder shall be required to execute a letter substantially in the form of Appendix B hereto evidencing his or her agreement to the provisions of this paragraph, and an appropriate endorsement will be placed on the certificates of common stock of Purchaser Palm at the time these shares are issued to the Shareholders pursuant to this Agreement, and stop transfer instructions shall be placed with the transfer agent for the securities.
