Restriction on Shares. The Corporation's obligation to issue or deliver any certificate or certificates for shares of Stock under this option, and the transferability of shares acquired by the exercise of this option, shall be subject to all of the following conditions:
Restriction on Shares. (a) The Shares granted to Grantee hereunder shall be maintained in book entry form or the stock certificates shall be retained in the possession of the Company until vested in the Grantee as provided in Sections 3 and 12 hereof.
Restriction on Shares. The Shareholder recognizes the Buyer's Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or the securities or "blue sky" laws of any state, and that such Buyer's Shares are therefore "restricted" and may not be transferred except pursuant to a valid registration under the Act, or in a transaction exempt from registration. The Shareholder acknowledges that the certificates representing the Buyer's Shares will bear a legend substantially as follows:
Restriction on Shares. Except as otherwise provided in this Agreement, the restrictions on the Shares shall lapse in such amounts and upon such dates as set forth in Item 4 of the Restricted Stock Award Agreement to which this Agreement is attached.
Restriction on Shares. At any time the Option Shares are not publicly traded with the National Association of Securities Dealers Automated Quotation System, or any other national exchange, the Company reserves to itself or its assignee the right of first refusal to purchase the Option Shares, or any portion thereof, that an Optionee (or a subsequent transferee) proposes to transfer to a third party. The Optionee shall provide the Company with written notice which shall state the name of the proposed purchaser, assignee or transferee and all of the terms, conditions and other material details of such proposed sale, assignment or transfer. The Company shall have thirty (30) days after receipt of such notice to elect to consummate such sale, transfer or assignment itself pursuant to the same terms, conditions and material details set forth in the notice. If the Company does not consummate the transaction during such thirty (30) day period then the Optionee shall have thirty (30) days in which to consummate such sale, transfer, or assignment pursuant to such terms, conditions and material details to the purchaser named in the notice. If the Optionee does not consummate the sale, transfer, or assignment during such 30-day period in accordance with the terms of his original notice to the Company, such Shares shall again be subject to the rights of first refusal contained herein. By signing a copy of this Agreement, Optionee agrees to be bound by the terms of this Section 4.
Restriction on Shares. Holder acknowledges and agrees that upon exercise of the Option, if required in the opinion of counsel to Group, the certificates for Common Stock, when issued, will have substantially the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
Restriction on Shares. 1.1 Stockholder shall not, and shall not agree to, directly or indirectly, transfer (except as may be specifically required by court order or by operation of law), sell, exchange, tender, pledge, assign, or otherwise dispose of or take any action to encumber any Shares (as such term is defined in Section 4.1), or enter into any agreement or other arrangement relating thereto, at any time prior to the Expiration Time (as defined below); provided, however, that Stockholder may (a) transfer the Shares to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family for estate planning purposes, (b) transfer Shares upon the death of Stockholder, and (c) transfer Shares in accordance with the terms of any 10b5-1 plan of Stockholder in effect as of the date hereof, provided, further, that any such transfer shall be permitted only if, as a precondition to such transfer, the transferee agrees in writing to be bound by all of the terms of this Agreement, other than transfers permitted pursuant to clause (c) which shall not require satisfaction of such precondition. As used herein, the term “
Restriction on Shares. 24 (b) Accredited Investor............................................25 Section 5.28 Registration Rights with Respect to the Buyer's Shares..26 (a) Definitions....................................................26 (b)
Restriction on Shares. The Shares granted to Grantee hereunder shall be retained in the possession of the Company until vested in the Grantee as provided in Sections 3 and 12 hereof. All unvested shares will be forfeited by the Grantee if the Grantee's employment with the Company is terminated by the Company for "cause" before the Shares are vested or if the Grantee terminates his employment with the Company before the Shares are vested for any reason other than "good cause" or as a result of a "change of control" as such terms ("cause", "good cause" and "change of control") are defined in the employment agreement in effect between the Grantee and the Company as of the date hereof. At such time as the vesting period is satisfied, the Shares no longer subject to forfeiture will be delivered to the Grantee. From and after the date of this Grant and prior to any forfeiture of the Shares, the Grantee shall be entitled to vote the Shares and shall be entitled to receive any cash dividends payable on the Shares. Any stock dividends applicable to the Shares shall be retained by the Company until the vesting period of the Shares on which the stock dividend was issued is satisfied.
Restriction on Shares. All of the ________ shares granted hereunder shall vest on _________ ____, 199_. On such vesting date, all restrictions set forth in this Agreement shall terminate (except with respect to shares which have been previously forfeited pursuant to paragraph 6 hereof) and the Escrow Agent shall deliver the certificates evidencing the shares to the Employee.
