Restriction on Securities. All officers and directors of the Company, Xxxxxx Xxxx Co., Ltd., and Xxxxxx X. Xxxxxxxxx, as of the Effective Date, have agreed not to sell, transfer, hypothecate or convey any capital stock or derivative securities (except for those securities acquired pursuant to the Company's Regulation D, Rule 504 offering, which shall remain free of any restrictions, subject to compliance with applicable securities laws)by registration or otherwise for a "Lock-Up" period of two years from the Effective Date without the prior written consent of the Representative (except that, subject to compliance with applicable securities laws, any such officer, director or stockholder may transfer his or her stock to a member of his family or in the event of death, by will or operation of law, provided that any such transferee shall agree, as a condition to such transfer, to be bound by the restrictions set forth herein). An appropriate legend shall be marked on the face of stock certificates representing all of such securities.
Restriction on Securities. All officers, directors and present stockholders (including holders of derivative securities) as of the Effective Date, have agreed not to sell, transfer, hypothecate or convey any capital stock or derivative securities by registration or otherwise for a "Lock-Up" period of thirteen months from the Effective Date without the prior written consent of the Representative (except that, subject to compliance with applicable securities laws, any such officer, director or stockholder may transfer his or her stock to a member of his family or in the event of death, by will or operation of law, provided that any such transferee shall agree, as a condition to such transfer, to be bound by the restrictions set forth herein and further provided that the transferor (except in the case of the transferor's death) shall continue to be deemed the beneficial owner of such shares in accordance with Regulation 13d-(3) of the Securities Exchange Act of 1934, as amended). An appropriate legend shall be marked on the face of stock certificates representing all of such securities.
Restriction on Securities. The parties acknowledge and agree that the securities of Amalco to be issued to the securityholders of Redfall and Southtech pursuant to Section 2.14 hereof will be subject to compliance with Applicable Canadian Securities Laws and the policies of the TSXV.
Restriction on Securities. (a) During the 18 months following the Closing Date, the Company shall not without prior written consent of the Partnership and the Trust, issue, offer or sell any of its equity or debt securities (including, without limitation, any securities convertible into or exercisable for such securities); provided that the Company may issue shares of Common Stock upon conversion or exercise of the Company's outstanding securities and pursuant to exercise of options under the Company's Stock Option Plan in accordance with the terms of such plan (it being agreed that the issuance of any additional options under such plan may be effected only with the prior written consent of the Partnership and the Trust; provided, further, that the Company without the consent of the Partnership and the Trust may issue options under the Company's Non-Employee Director Stock Option Plan in accordance with the terms of such plan which will not be amended without the consents of the Partnership and the Trust); provided, further, that this Section 7.24 shall not apply to the offerings to be conducted by the Company with Paramount Capital, Inc. acting as placement agent as contemplated in the Letter Agreement between the Company and Paramount Capital, Inc. dated as of January 28, 1997. During the 18-months following the Closing Date, the Company shall not, without the prior written consents of the Partnership and the Trust, offer or sell any of its debt or equity securities in reliance on Regulation S of the Securities Act. During the 36-month period following the Closing Date, the Company will not extend the expiration date or lower the exercise price of any options or warrants, or take any similar action with respect to any convertible securities of the Company, without the prior written consents of the Partnership and the Trust.
(b) Prior to the Closing Date, the Company shall obtain the written agreement of all executive officers and directors of the Company (and shall use its best efforts to obtain a wrtten agreement from all 5% or greater stockholders of the Company) to "lock-up" all of the shares of Common Stock owned by each of them at any time until 24 months following the Closing Date, and to agree not to directly or indirectly, issue, agree or offer to sell, grant an option for the purchase or sale, assign, sell, contract to sell, sell "short" or "short against the box" (as those terms are generally understood), pledge, hypothecate, distribute or otherwise encumber or dispose o...
Restriction on Securities. Prior to the Effective Date, the Company ------------------------- and the Subsidiaries shall obtain the written agreement of all executive officers and directors of the Company and the Subsidiaries and as requested by the Funds shall use its best efforts to obtain a written agreement from all stockholders of 5% or more of the Common Stock of the Company to "lock-up" all of the shares of Common Stock owned by each of them (except with respect to the securities purchased by Xxxxxxx Xxxx) at any time until the Company repays, to the Funds, the principal and interest on the Notes, and to agree not to directly or indirectly, issue, agree or offer to sell, grant an option for the purchase or sale, assign, sell, contract to sell, sell "short" or "short against the box" (as those terms are generally understood), pledge, hypothecate, distribute or otherwise encumber or dispose of, any such shares (including options, rights, warrants or other securities convertible into, exchangeable, exercisable for or evidencing any right to purchase or subscribe for shares of capital stock of the Company or the Subsidiaries (whether or not beneficially owned by the undersigned)) or any beneficial interest therein of any shares of the Common Stock, all in form and substance satisfactory to the Funds and their counsel.
Restriction on Securities. All officers, directors and present security holders have agreed not to sell, transfer, hypothecate or convey any of such stock (including shares of Common Stock issuable upon conversion of notes) by registration or otherwise for a period of one year from the Effective Date without the prior written consent of the Underwriter An appropriate legend shall be marked on the face of stock certificates representing all of such securities.
Restriction on Securities. (a) The Option and the Shares of Common Stock subject to the Option (collectively referred to as the "Securities") have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities statutes. In connection with the acquisition by the Optionee of the Securities, the Optionee represents that the Securities are being acquired without a view to or for resale in connection with any distribution of such Securities or any interest therein without registration or other compliance under the Securities Act, and that the Optionee has no direct or indirect participation in any such undertaking or in the underwriting of such an undertaking.
(b) The Optionee acknowledges that the Securities must be held and may not be sold, transferred, or otherwise disposed of for value unless subsequently registered under the Securities Act or transferable under an exemption from such registration; the Company is not under any obligation to register the Securities under the Securities Act or under Section 12 of the Securities Exchange Act of 1934, as amended, except as expressly agreed to in writing; if Rule 144 is available, and no assurance is given that it will be, initially only routine sales of such Securities in limited amounts can be made in reliance on Rule 144 in accordance with the terms and conditions of that rule; the Company is not under any obligation to the Optionee to make Rule 144 available, except as may be expressly agreed to in writing; in the event Rule 144 is not available, compliance with Regulation A or some other exemption may be required before the Optionee can sell, transfer, or otherwise dispose of such Securities without registration under the Securities Act; and the certificate or certificates representing all or part of the Securities will bear a legend so restricting the sale of such Securities in substantially the following form: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act. The securities have been acquired for investment and may not be sold or transferred without complying with Rule 144 in the absence of an effective registration or other compliance under the Securities Act.
(c) The Optionee understands that the Securities have not been registered, but are being acquired by reason of a specific exemption und...
Restriction on Securities. The Executive acknowledges that certain or all of the securities of the Company which he may currently own or which he may be entitled to receive or purchase pursuant to the benefits set forth herein are subject to restrictions on the transferability thereof as a result of applicable law and the agreements pursuant to which such securities were acquired.
Restriction on Securities. The Company's officers, directors and all of the Company's security holders, other than the holders of shares purchased pursuant to the Company's private placement in May 1997, have agreed not to sell or otherwise dispose of any securities of the Company beneficially owned by them for a period of at least twelve months from the Effective Date, without the prior written consent of the Representative. The holders of 160,000 shares issued in the private placement have agreed not to sell such shares for a period of six months from the Effective Date.
Restriction on Securities. (a) During the 12-month period following the Closing Date, the Company will not extend the expiration date or lower the exercise price of any options or warrants, or take any similar action with respect to any convertible securities of the Company.
(b) Prior to the Closing Date, the Company shall obtain the written agreement of all executive officers and directors of the Company to (i) "lock-up" all of the shares of Common Stock owned by each of them at any time until (1) the date on which all Common Shares may be sold in a single transaction on a registered securities exchange or national market under an applicable exemption from the registration requirements of the Securities Act and all other applicable securities laws and (2) the date that is six months following the Closing Date; provided that the executive officers and directors of the Company may sell an aggregate of one million (1,000,000) shares of Common Stock in such 6-month period so long as any such executive officer or director provide to the Purchasers a written notice of their intent to sell at least five (5) days prior to the earlier of (A) the filing of a Form 144 by such person and (B) the date of such proposed sale, (ii) not directly or indirectly sell "short" or "short against the box" (as those terms are generally understood), until the date that is 6 months following the Closing Date.
