We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Restriction on Shares Sample Clauses

Restriction on SharesThe 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: (a) Any registration or other qualification of such shares under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Corporation shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable. (b) The obtaining of any other consent, approval, or permit from any state or federal governmental agency which the Corporation shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable; and (c) Each stock certificate issued pursuant to a Stock Option shall bear the following legend: "The transferability of this certificate and the shares of stock represented hereby are subject to restrictions, terms and conditions contained in an Agreement between the registered owner of such stock and Ariel Corporation. A copy of the Agreement is on file in the office of the Secretary of Ariel Corporation."
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: (a) Any registration or other qualification of such shares under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Corporation shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; (b) The obtaining of any other consent, approval, or permit from any state or federal governmental agency which the Corporation shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable; and (c) Each stock certificate issued pursuant to a Stock Option shall bear the following legend and any legend deemed to be required by the Corporation under federal and state securities laws: "The transferability of this certificate and the shares of Stock represented hereby are subject to restrictions, terms and conditions contained in the Information Management Associates, Inc. 1991 Stock Option Plan and an Agreement between the registered owner of such Stock and Information Management Associates, Inc. A copy of the Plan and Agreement are on file in the office of the Secretary of Information Management Associates, Inc." (d) The Grantee shall agree to be bound by and the Stock issued to him shall be subject to, a certain amended and restated Shareholders Agreement dated October 29, 1991 among the shareholders of the Corporation and the Corporation, and any subsequent amendments to such Shareholders Agreement, and the Stock issued to the Grantee shall contain any legend required under said Shareholders Agreement.
Restriction on SharesAt 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 SharesExcept 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 SharesThe 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. The Corporation’s obligation to issue or deliver any certificate or certificates for shares of Common Stock pursuant to the exercise of all or any portion of the Options, and the transferability of shares acquired by the exercise of all or any portion of the Options, shall be subject to all of the following conditions: (a) Any registration or other qualification of such shares under any state or federal law or regulation, or the availability of an exemption from such registration or qualification, or the maintaining in effect of any such registration or other qualification which the Corporation shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable. In this regard, the Corporation will use commercially reasonable best efforts to prepare and file with the Securities and Exchange Commission a Form S-8 registration statement under the Securities Act of 1933, as amended, with respect to the shares to be issued upon the exercise of the Options as promptly as reasonably practicable following the Grant Date. (b) The obtaining of any other consent, approval or permit from any state or federal governmental agency which the Corporation shall, in its absolute discretion, upon the advice of counsel, determine to be necessary or advisable. (c) The furnishing by the Grantee to the Corporation of written representations and warranties to the effect that that the Grantee has been furnished with all such information concerning the business and affairs of the Corporation as he has requested. (d) Each stock certificate issued pursuant to the exercise of all or any portion of the Options shall bear the following legend or any portion thereof, to the extent applicable: “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS, TERMS AND CONDITIONS CONTAINED IN THE MOSCOW CABLECOM CORP. 2003 STOCK OPTION PLAN, AS AMENDED (THE “PLAN”). A COPY OF THE PLAN IS ON FILE IN THE OFFICE OF THE SECRETARY OF MOSCOW CABLECOM CORP.”
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. (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. (b) In the event of a breach by the Grantee of any covenant or agreement contained in the Non-Compete Agreement, all Shares that are unvested on the date of such breach will be automatically and immediately forfeited by the Grantee. (c) At such time as the vesting period is satisfied, a certificate for the Shares no longer subject to forfeiture will be delivered to the Grantee without the legend set forth in Section 5(e) below. (d) 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. (e) Any book entry of shares or certificate representing the Shares granted hereunder shall be issued to the Grantee pursuant to the terms of the Plan as of the Grant Date and shall be marked with the following legend: “The shares represented by this certificate have been issued pursuant to the terms of the Fifth Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan, as amended, and may not be sold, pledged, transferred, assigned or otherwise encumbered in any manner except as set forth in the terms of such Plan or Award Agreement dated effective September 30, 2013”
Restriction on SharesThe 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: (a) Any registration or other qualification of such shares under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Corporation shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (b) The obtaining of any other consent, approval, or permit from any state or federal governmental agency which the Corporation shall, in its absolute discretion upon the advice of counsel, determine to be necessary to advisable. (c) Each stock certificate issued pursuant to exercise of this option shall bear the following legend: "The transferability of this certificate and the share of stock represented hereby are subject to restrictions, terms and conditions contained in the Amended and Restated Physicians Health Services, Inc. 1995 Stock Option Plan, and an Agreement between the registered owner of such Stock and Physicians Health Services, Inc. A copy of the Plan and Agreement are on file in the office of the Secretary of Physicians Health Services, Inc."
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. (b) All unvested shares will be forfeited by the Grantee (a) if the Grantee’s employment with the Company is terminated by the Company for “Cause” before the Shares are vested or (b) if the Grantee terminates his employment with the Company before the Shares are vested for any reason other than (i) “Good Reason” or (ii) the death or “Disability” of the Grantee, as such terms “Cause,” “Disability” or “Good Reason” or equivalent terms (such as “Termination for Cause” or “Termination for Good Reason”) are defined in the employment agreement in effect between the Grantee and the Company as of the date hereof or, if no such agreement exists, as such terms are defined in the Plan at the time of such termination of employment to the extent not modified in Section 12 below. “Retirement” shall also have the effect as set forth in Section 12(g) below.