Restriction on Transfer of Stock. No Shareholder shall at any time during the term of this Agreement, directly or indirectly, sell, assign, transfer, mortgage, encumber, pledge or otherwise deal with or dispose of all or any part of the shares of the Stock now owned or hereafter acquired by him, without first obtaining the written consent of the other Shareholder and HCH or, in the absence of such written consent, without first complying with the terms and conditions of this Agreement.
Restriction on Transfer of Stock. 1.1. Without the prior written consent of the Company as authorized by a disinterested majority of the Board of Directors of the Company, Investor shall not sell, make a gift of, assign, transfer or otherwise dispose of (collectively, a "Transfer") any of the Securities or any right, title or interest therein, to Suiza Foods, Inc., Reddy Ice, and their respective subsidiaries, affiliates, and successors resulting from a Business Combination. For the purposes of this Agreement, "Business Combination" shall mean a merger, consolidation or sale of substantially all of the assets of a corporation or other entity. Any purported Transfer in violation of any provision of this Agreement shall not operate to transfer any interest to the intended transferee, and shall not be given any effect by the Company.
Restriction on Transfer of Stock. As a condition of exercising this Option, Optionee agrees that any share of Common Stock acquired upon exercise of this Option shall not be sold, assigned, transferred or otherwise encumbered or disposed of during the Restriction Period. For purposes of this Paragraph, the Restriction Period shall begin on the Grant Date and shall end on (a) the third anniversary of the Grant Date with respect to one-third of the shares covered by this Option, (b) the fourth anniversary of the Grant Date with respect to an additional one-third of the shares covered by this Option, and (c) the fifth anniversary of the Grant Date with respect to an additional one-third of the shares covered by this Option. Notwithstanding the foregoing, prior to the end of the Restriction Period (i) the Optionee may sell a number of shares of Common Stock having a Fair Market Value sufficient to satisfy the statutory minimum of all or part of the Optionee’s aggregate federal, state and local tax obligations associated with the exercise of this Option, and (ii) shares of Common Stock acquired upon exercise of this Option may be transferred pursuant to will or the laws of descent and distribution. The Company shall not be required (i) to transfer on its books any shares that have been sold or otherwise transferred in violation of this Paragraph, or (ii) to treat as owner of such shares, or to accord the right to vote or pay dividends to, any transferee to whom shares have been sold or otherwise transferred in violation of this Paragraph. The Company shall direct its share transfer agent to place a legend on the certificates representing the Common Stock subject to such transfer restriction, or otherwise note on its records as to the restrictions on transfer set forth in this Paragraph.
Restriction on Transfer of Stock. 8.1 No transfer by a shareholder of this Corporation of any of his or her shares (other than by gift, by will or by the laws of descent and distribution) shall be made on the books of the Corporation and no unregistered transfer of any legal or equitable interest in any such shares shall be made or be effective unless all the provisions of this Article shall have been complied with.
8.2 First the shares shall be offered for sale in writing to the Corporation at a price and terms fixed in such offer. The offer shall be delivered or mailed to the Corporation. The Corporation may, within ten days after the receipt of such written offer, purchase all or any part of such shares by mailing or delivering a written acceptance to that effect to the person making such offer. The Corporation may by the affirmative vote of a majority of the Board of Directors, purchase such shares only out of unreserved and unrestricted earned surplus; and the Corporation may, with the affirmative vote of a majority of the outstanding shares entitled to vote thereon, purchase such shares out of unreserved and unrestricted capital surplus. If the Corporation shall accept such offer in whole or in part, it shall specify a settlement date not more than ten days after the date of such acceptance for the delivery to it, against payment, of the certificates representing the shares so purchased. Such certificates shall be delivered duly endorsed for transfer with signature guarantee.
8.3 If the Corporation shall not purchase all of such shares, the Corporation shall on behalf of the registered owner promptly notify its shareholders in writing by mail or personal delivery that the balance of such shares is available for purchase by shareholders at the price and terms specified in the offer. Each shareholder may elect to purchase all or any part of such shares by a written acceptance to that effect received by the Corporation within fifteen days after the date of mailing or delivery of such notification.
8.4 If shareholders shall elect to purchase in the aggregate more shares than are available, the available shares shall be divided among the accepting shareholders in proportion to their registered ownership of shares of the Corporation, rounding out fractions of shares, if any, in favor of smaller shareholders, and without allocating to any shareholder shares which he does not desire to purchase. Such apportionment shall be made by the President of the Corporation and he shall fix the earlies...
Restriction on Transfer of Stock. The Shares to be issued in accordance with this agreement will not have been registered under the Securities Act of 1933, as amended, or registered or qualified under any state securities laws, and as such, the Shares are and will be restricted securities as such term is defined under the Securities Act of 1933, and the Shares will be issued in a transaction exempt from the registration requirements of the 1933 Act and the registration or qualification requirements of applicable state securities laws. The Shares will be and will have been acquired by Xxxxxx Xxxx for investment purposes only and not with a view to distribution or resale and may not be made subject to a security interest, pledge, hypothecated, sold or otherwise transferred unless such Shares are subsequently registered in accordance with the 1933 Act and qualified or registered under applicable state securities laws or an exemption from registration and qualification is available, and that, except as otherwise provided in this Agreement, the Company is under no obligation to register or qualify the Shares. The Company may require an opinion of counsel to Xxxxxx Xxxx prior to authorizing the registration of any transfer of the Shares in reliance on an exemption from registration or qualification to the effect that the transfer is exempt from such registration or qualification. Certificates evidencing the Shares shall bear a standard form Securities and Exchange Commission restrictive legend and any such other legends as required by applicable federal and state laws, and the transfer agent for the Company's class of Common Shares shall be instructed to place a stop transfer order on the stock books of the Company restricting the transfer of the Shares.
Restriction on Transfer of Stock. Neither Conaxx xxx Robexxxx xxxll at any time during the existence of this Agreement, directly or indirectly, sell, assign, transfer, mortgage, encumber, pledge, or 2 otherwise deal with or dispose of all or any part of the shares of stock in the Corporation now owned and hereafter acquired by him, without first complying with the terms and conditions of this Agreement. For purposes of this Agreement, shares of stock owned by a husband and wife (regardless of whether held jointly or separately) shall be considered as held by one stockholder and this Agreement shall not apply to any sale, gift, bequest or other transfer from a husband to his wife or from a wife to her husband.
Restriction on Transfer of Stock. Except in accordance with Section 3 hereof, each of the Stockholders agrees that he will not at any time or in any manner sell, assign, convey, transfer, donate or otherwise dispose of, or pledge, hypothecate or otherwise encumber, any Stock owned by him except in accordance with this Agreement. As used herein, "Stock" shall include Common Stock issuable upon the exercise of Options.
Restriction on Transfer of Stock. (a) The Founders each agree that they will not, so long as this agreement is in effect, directly or indirectly, sell, pledge, give, bequeath, transfer, assign or in any other way whatsoever encumber or dispose of (hereinafter collectively called "transfer") any of the shares of Common Stock (or any interest therein), or the stock certificate or certificates representing same, now or hereafter at any time owned by them, except as permitted by this agreement. The term "Common Stock" as used in this agreement shall include common stock certificates, scrip representing fractional shares of common stock, options and warrants for common stock or common stock received by way of dividend or upon an increase, reduction, substitution or reclassification of stock of the Corporation, or upon any reorganization of the Corporation.
(b) The Corporation shall not transfer on its books any certificates for shares of Common Stock owned by any Founder, nor issue any certificates in lieu of such shares, nor issue any new shares of Common Stock, unless each and all of the conditions hereof affecting such shares or certificates have been complied with.
Restriction on Transfer of Stock. No Stockholder may sell, pledge, -------------------------------- encumber, give, bequeath, or otherwise transfer or dispose of, or permit to be sold, encumbered, attached or otherwise disposed of or transferred in any manner to any person, trust, corporation or other legal entity, whether voluntarily, involuntarily, or by operation of law, all or any portion of such Stockholder's Stock or any rights thereto, including without limitation rights to the Earn Out Stock, whether now owned or hereafter acquired, without first complying with the terms of this Agreement or obtaining the prior written consent of the Corporation. Any attempted transfer of Stock that is not in accordance with the terms of this Agreement will be invalid and will not be reflected on the Corporation's books. The Corporation and the Stockholders acknowledge that the Stock owned by the Stockholder's has been pledged to the Corporation pursuant to a Stock Pledge Agreement dated the same date as this Agreement. Upon release of the Earn Out Stock from the Escrow Agreement, it will become Stock for all purposes of this Agreement.
Restriction on Transfer of Stock. No Stockholder shall at any time during the existence of this Agreement, directly or indirectly, sell, assign, transfer, mortgage, encumber, pledge or otherwise deal with or dispose of all or any part of the shares of the Stock now owned or hereafter acquired by him, without first obtaining the written consent of the other Stockholder or, in the absence of such written consent, without first complying with the terms and conditions of this Agreement. Notwithstanding the foregoing, Xxxxx shall be permitted to transfer up to 482,400 shares of Stock to Holdings free of the restrictions set forth in this Agreement, if he is required to do so pursuant to the terms of the Agreement and Plan of Reorganization, dated September 23, 1997, by and among the parties to this Shareholders' Agreement as well as other entities.
