Common use of Restriction on Resale Clause in Contracts

Restriction on Resale. Except as provided below, Sellers shall not, without the prior written consent of the Purchaser, offer for sale, sell, pledge, hypothecate or otherwise dispose of, directly or indirectly, any of the Shares, in any manner whatsoever, whether pursuant to SEC Rule 144 or otherwise, prior to the date that is two (2) years after the Closing Date; provided however, that a certain number of Shares shall be released from this restriction on the following schedule: 5% of the total initial amount of the Shares shall be released each month during the thirteenth (13th) through sixteenth (16th) month after the Closing Date; 8% of the total initial amount of the Shares shall be released each month during the seventeenth (17th) through twenty-first (21st) month after the Closing Date; and 10% of the total initial amount of the Shares shall be released each month during the twenty-second (22nd) through twenty-fourth (24th) month after the Closing Date. The certificates representing the Shares shall contain, for so long as this restriction remains in effect, a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE THAT THE SHARES MAY NOT BE OFFERED OR SOLD FOR A CERTAIN PERIOD OF TIME AFTER THE DATE OF ISSUANCE.

Appears in 1 contract

Samples: Agreement of Purchase and Sale of Assets (Venturi Technologies Inc)

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Restriction on Resale. Except as provided below, Sellers Seller shall not, without the prior written consent of the Purchaser, offer for sale, sell, pledge, hypothecate or otherwise dispose of, directly or indirectly, any of the Shares, in any manner whatsoever, whether pursuant to SEC Rule 144 or otherwise, prior to the date that is two (21) years year after the Closing Date; provided however, that a certain number of Shares shall be released from this restriction on the following schedule: 5% of the total initial amount of the Shares shall be released each month during the thirteenth (13th) through sixteenth (16th) month after the Closing Date; 8% of the total initial amount of the Shares shall be released each month during the seventeenth (17th) through twenty-first (21st) month after the Closing Date; and 10% of the total initial amount of the Shares shall be released each month during the twenty-second (22nd) through twenty-fourth (24th) month after the Closing Date. The certificates representing the Shares shall contain, for so long as this restriction remains in effect, a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE THAT THE SHARES MAY NOT BE OFFERED OR SOLD FOR A CERTAIN PERIOD OF TIME AFTER THE DATE OF ISSUANCE.BE

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Venturi Technologies Inc)

Restriction on Resale. Except as provided below, Sellers Seller shall not, without the prior written consent of the Purchaser, offer for sale, sell, pledge, hypothecate or otherwise dispose of, directly or indirectly, any of the Shares, in any manner whatsoever, whether pursuant to SEC Rule 144 or otherwise, prior to the date that is two (2) years after the Closing Date; provided however, that a certain number of Shares shall be released from this restriction on the following schedule: 5% of the total initial amount of the Shares shall be released each month during the thirteenth (13th) through sixteenth (16th) month after the Closing Date; 8% of the total initial amount of the Shares shall be released each month during the seventeenth (17th) through twenty-first (21st) month after the Closing Date; and 10% of the total initial amount of the Shares shall be released each month during the twenty-second (22nd) through twenty-fourth (24th) month after the Closing Date. The certificates representing the Shares shall contain, for so long as this restriction remains in effect, a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE THAT THE SHARES MAY NOT BE OFFERED OR SOLD FOR A CERTAIN PERIOD OF TIME AFTER THE DATE OF ISSUANCE.AND

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Venturi Technologies Inc)

Restriction on Resale. Except as provided below, Sellers shall not, without the prior written consent of the Purchaser, offer for sale, sell, pledge, hypothecate or otherwise dispose of, directly or indirectly, any of the Shares, in any manner whatsoever, whether pursuant to SEC Rule 144 or otherwise, prior to the date that is two one (21) years year after the Closing Date; provided however, that a certain number of Shares shall be released from this restriction on the following schedule: 5% of the total initial amount of the Shares shall be released each month during the thirteenth (13th) through sixteenth (16th) month after the Closing Date; 8% of the total initial amount of the Shares shall be released each month during the seventeenth (17th) through twenty-first (21st) month after the Closing Date; and 10% of the total initial amount of the Shares shall be released each month during the twenty-second (22nd) through twenty-fourth (24th) month after the Closing Date. The certificates representing the Shares shall contain, for so long as this restriction remains in effect, a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE THAT THE SHARES MAY NOT BE OFFERED OR SOLD FOR A CERTAIN PERIOD OF TIME AFTER THE DATE OF ISSUANCE.

Appears in 1 contract

Samples: Agreement of Purchase and Sale of Assets (Venturi Technologies Inc)

Restriction on Resale. Except as provided below, Sellers Seller shall not, without the prior written consent of the Purchaser, offer for sale, sell, pledge, hypothecate or otherwise dispose of, directly or indirectly, any of the Shares, in any manner whatsoever, whether pursuant to SEC Rule 144 or otherwise, prior to the date that is two one (21) years year after the Closing Date; provided however, that a certain number of Shares shall be released from this restriction on the following schedule: 5% of the total initial amount of the Shares shall be released each month during the thirteenth (13th) through sixteenth (16th) month after the Closing Date; 8% of the total initial amount of the Shares shall be released each month during the seventeenth (17th) through twenty-first (21st2lth) month after the Closing Date; and 10% of the total initial amount of the Shares shall be released each month during the twenty-second (22nd) through twenty-fourth (24th) month after the Closing Date. The certificates representing the Shares shall contain, for so long as this restriction remains in effect, a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS 2 3 CERTIFICATE THAT THE SHARES MAY NOT BE OFFERED OR SOLD FOR A CERTAIN PERIOD OF TIME AFTER THE DATE OF ISSUANCE.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Venturi Technologies Inc)

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Restriction on Resale. Except as provided below, Sellers Seller shall not, without the prior written consent of the Purchaser, offer for sale, sell, pledge, hypothecate or otherwise dispose of, directly or indirectly, any of the Shares, in any manner whatsoever, whether pursuant to SEC Rule 144 or otherwise, prior to the date that is two (2) years after the Closing Date; provided however, that a certain number of Shares shall be released from this restriction on the following schedule: 5% of the total initial amount of the Shares shall be released each month during the thirteenth (13th) through sixteenth (16th) month after the Closing Date; 8% of the total initial amount of the Shares shall be released each month during the seventeenth (17th) through twenty-first (21st) month after the Closing Date; and 10% of the total initial amount of the Shares shall be released each month during the twenty-second (22nd) through twenty-fourth third (24th23rd) month after the Closing Date. The certificates representing the Shares shall may contain, for so long as this restriction remains in effect, a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE THAT THE SHARES MAY NOT BE OFFERED OR SOLD FOR A CERTAIN PERIOD OF TIME AFTER THE DATE OF ISSUANCE.

Appears in 1 contract

Samples: Stock Purchase Agreement (Venturi Technologies Inc)

Restriction on Resale. Except as provided below, Sellers shall not, without the prior written consent of the Purchaser, offer for sale, sell, pledge, hypothecate or otherwise dispose of, directly or indirectly, any of the Shares, in any manner whatsoever, whether pursuant to SEC Rule 144 or otherwise, prior to the date that is two (2) years after the Closing Date; provided however, that a certain number of Shares shall be released from this restriction on the following schedule: 5% of the total initial amount of the Shares shall be released each month during the thirteenth (13th) through sixteenth (16th) month after the Closing Date; 8% of the total initial amount of the Shares shall be released each month during the seventeenth (17th) through twenty-first (21st) month after the Closing Date; and 10% of the total initial amount of the Shares shall be released each month during the twenty-second (22nd) through twenty-fourth third (24th23rd) month after the Closing Date. The certificates representing the Shares shall contain, for so long as this restriction remains in effect, a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE THAT THE SHARES MAY NOT BE OFFERED OR SOLD FOR A CERTAIN PERIOD OF TIME AFTER THE DATE OF ISSUANCE.

Appears in 1 contract

Samples: Agreement of Purchase and Sale of Assets (Venturi Technologies Inc)

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