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. 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. 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 any stock option plan of the Company 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 Purchasers); provided, further, that the Company, with the consents of the Partnership and the Trust, may issue options under the Company's Non-Employee Director Stock Option Plan and shares of Common Stock under the Company's 1993 Stock Purchase Plan in accordance with the terms of such plans which will not be amended without the consent of the Partnership and the Trust); provided, further, that this Section 7.23 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 of Intent (all such excepted Common Stock, the "7.23 Exceptions"). During the 36-months following the Closing Date, the Company shall not, without the prior written consents of the Purchasers, 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 nor 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 consent of the Partnership and the Trust.
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.
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. 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.
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. All officers and directors, 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.
