Restriction on Sale of Private Placement Shares Sample Clauses

Restriction on Sale of Private Placement Shares. Until 12 months from the date of this Agreement, the Purchaser will not, without the prior written consent of the Company, directly or indirectly, sell, offer, dispose of, hedge or enter into any transaction that is designed to, or might reasonably be expected to result in the disposition of, any Private Placement Shares. Notwithstanding the foregoing, the Purchaser may transfer Private Placement Shares: (1) to an immediate family member; (2) to one or more trusts of which the sole beneficiaries thereof are the Purchaser and/or the Purchaser’s immediate family members; (3) for estate planning purposes; and (4) as a bona fide gift or gifts; provided, however, that in the case of any transfer, it shall be a pre-condition to such transfer that the transferee or donee has agreed in writing with the Company to be bound by the terms of this Agreement.

Restriction on Sale of Private Placement Shares. The Private Placement Shares will be subject to the terms and conditions of the lock-up agreement, dated as of October [ ], 2009, by and between the Ladder Investor, ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇ Fargo Securities, LLC and set forth on Exhibit F hereto.

Restriction on Sale of Private Placement Shares. Until twelve (12) months from the date of this Agreement, each of the Purchasers will not, without the prior written consent of the Company, directly or indirectly, (i) 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 for the sale of, lend or otherwise dispose of or transfer, directly or indirectly, any Private Placement Shares, or any securities convertible into or exercisable or exchangeable for equity securities of the Company, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such Private Placement Shares or other such equity securities of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Private Placement Shares or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii) above (which Private Placement Shares shall include any securities issued with respect to such Private Placement Shares by way of a stock dividend, stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization). Notwithstanding the foregoing, the Purchaser may transfer Private Placement Shares: (1) to an immediate family member; (2) to one or more trusts of which the sole beneficiaries thereof are the Purchaser and/or the Purchaser’s immediate family members; (3) to limited partners, members or stockholders of the Purchaser, (4) for estate planning purposes; and (5) as a bona fide gift or gifts; provided, however, that in the case of any transfer, it shall be a pre-condition to such transfer that the transferee or donee has agreed in writing with the Company to be bound by the terms of this Agreement.

Restriction on Sale of Private Placement Shares. Until [ ] from the date of this Agreement, the Purchaser will not, without the prior written consent of the Company, directly or indirectly, sell, offer, dispose of, hedge or enter into any transaction that is designed to, or might reasonably be expected to result in the disposition of, any Private Placement Shares, other than (i) to any affiliate, as long as such affiliate agrees to be bound by the provisions of this Agreement, (ii) as a result of the operation of law or (iii) in connection with any business combination transaction involving the Company approved by a majority of the Company’s independent directors; it being understood that any transfers of the shares or other equity interests in any Purchaser by the holders thereof shall be permitted and not be deemed to be a breach of this Section 5.