Restriction on Transfer of the Shares. Except as otherwise provided ------------------------------------- herein, Purchaser may not sell, transfer, assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") any of the Shares, or any right, title or interest therein prior to the fifth anniversary of the Closing Date and, thereafter, any Transfer must be in compliance with Section 4 and Section 9 --------- --------- hereof. All Transfers also must comply with Section 6 of the Pledge Agreement. --------- Any purported Transfer or Transfers (including involuntary Transfers initiated by operation of legal process) of any of the Shares or any right, title or interest therein, except in strict compliance with the terms and conditions of this Agreement, shall be null and void.
Restriction on Transfer of the Shares. Except as otherwise provided herein, Purchaser may not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any of the Shares, or any right or interest therein, during the term of this Agreement. Any purported sale, transfer (including involuntary transfers initiated by operation of legal process), hypothecation or disposition of any of the Shares or any right or interest therein, except in strict compliance with the terms and conditions of this Agreement, shall be null and void.
Restriction on Transfer of the Shares. Except as otherwise ------------------------------------- provided in Section 5, Purchaser may not sell, transfer, assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") any of the Shares, or any right, title or interest therein prior to the earlier of the fifth anniversary of the Closing Date or the consummation of the Initial Public Offering (as defined below) and, thereafter, any Transfer must be in compliance with Sections 4 and 6 hereof. In connection with any public offering (by Holding or any subsidiary) Purchaser agrees to execute a reasonable lock up
Restriction on Transfer of the Shares. (a) Except as otherwise provided herein, Purchaser may not sell, transfer, assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") any of the Shares, or any right, title or interest therein prior to the first anniversary of the Closing Date and, thereafter, any Transfer must be in compliance with Section 4 and Section 8 hereof. All Transfers also must --------- --------- comply with Section 6 of the Pledge Agreement. Any purported Transfer (including an involuntary Transfer initiated by operation of legal process) of any of the Shares or any right, title or interest therein, except in strict compliance with the terms and conditions of this Agreement, shall be null and void.
(b) For purposes of this Agreement, "Initial Public Offering" shall mean an underwritten public offering of Common Stock by the Company registered under the Securities Act of 1933 (the "Act") (other than an offering registered on Form S-4 or Form S-8 or any substitute for such forms) resulting in gross proceeds to the Company in excess of $25 million.
Restriction on Transfer of the Shares a. After issuance of the shares of Stock, you will be required to hold the shares in an account with the Company and the shares shall bear a legend setting forth the restriction on transfer for the time periods set forth in this Paragraph 6. You will not be authorized to sell or transfer the shares until the expiration of a two-year period from the Vesting Date of the Performance Share Unit Award (i.e., two years after the issuance of the shares of Stock), or any other minimum mandatory holding period applicable to French-Qualified performance share units under Section L. 000-000-0 of the French Commercial Code, or the relevant Sections of the French Tax Code or French Social Security Code, as amended. At the end of this two-year period, any shares of Stock that are not subject to the additional holding period set forth in Paragraph 6.c. below will be delivered to you as a credit to an account with a Company-designated broker (the “Broker”) maintained in your name and the stock certificates representing such shares will be free of any restrictive legend, other than as may be required by applicable securities laws. This two-year restriction on transfer does not apply in the event of your termination of employment on account of your death or Disability (as defined in the French RSU Sub-Plan).
b. Furthermore, the shares of Stock shall not be sold during the following Closed Periods, to the extent applicable under French law:
i. Ten quotation days preceding and following the disclosure to the public of the consolidated financial statements or the annual statements of the Company (including the Company’s Form 10-K, Form 10-Q and earnings releases); or
ii. The period as from the date the corporate management of the Company (involved in the governance of the company, such as the Board, Committee, supervisory directorate, etc.) has been disclosed information which could, if disclosed to the public, significantly impact the trading price of the Company’s Stock, until ten quotation days after the day such information is disclosed to the public. Thus, you are required to maintain your shares of Stock with the Broker until their subsequent sale.
c. Since, at the Grant Date, you hold one of the following positions, Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, or Gérant de Sociétés par actions, you will be required to hold twenty percent (20%) (or such other amount as is required by applicable law) of the sha...
Restriction on Transfer of the Shares. (a) Except as otherwise provided herein including as set forth in clause (b) below, Participant may not sell, transfer, assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") any of the Shares, or any right, title or interest therein prior to August 30, 1997. Any purported Transfer or Transfers (including involuntary Transfers initiated by operation of legal process) of any of the Shares or any right, title or interest therein, except in strict compliance with the terms and conditions of this Agreement, shall be null and void.
(b) Notwithstanding any provision of Section 2(a), Participant may Transfer any of the Shares, or any right, title or interest therein upon consummation of an Initial Public Offering meeting the requirements of Section 7(b)(i) or (ii) or, if later, after expiration of the lock-up period set forth in the Lock Up Agreement (as defined below) if the Participant executes and complies with the provisions of any reasonable lock-up agreement the Participant is requested to execute in connection with the Initial Public Offering (the "Lock-up Agreement"). All Transfers must comply with Section 7 of the Pledge Agreement.
Restriction on Transfer of the Shares. Except as otherwise provided herein, Grantee may not, voluntarily or involuntary, sell, transfer, assign, pledge, hypothecate or otherwise dispose of any of the Shares (or any right, title or interest therein). Any purported transfer, except in strict compliance with the terms and conditions of this Purchase Agreement, shall be null and void and convey no right, title or interest in and to the Shares. Notwithstanding the foregoing, the Shares may be transferred by the Grantee (i) upon Xxxxxxx’s death by will or by the laws of descent and distribution, or (ii) during Xxxxxxx’s lifetime by gift, pursuant to a domestic relation order or to members of Grantee’s Immediate Family; provided that the Shares shall continue to be subject to the restrictions, rights and obligations of this Agreement, and such transfer shall be ineffective unless the transferee agrees in writing to be bound by the terms hereof as if such transferee were an original party hereto.
Restriction on Transfer of the Shares. Participant hereby agrees ------------------------------------- to execute and comply with the provisions of a reasonable lock-up agreement in connection with an Initial Public Offering (the "Lock-up Agreement").
Restriction on Transfer of the Shares. Except as otherwise provided ------------------------------------- herein, Purchaser may not sell, transfer, assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") any of the Shares, or any right, title or interest therein prior to the earlier of the third anniversary of the Closing Date or one (1) year after the date of an Initial Public Offering (defined below) (such date, the "Permitted Sale Date"), and, thereafter, any Transfer must be in compliance with Section 4 and Section 9 hereof. All --------- --------- Transfers also must comply with Section 6 of the Pledge Agreement. Any purported Transfer or Transfers (including involuntary Transfers initiated by operation of legal process) of any of the Shares or any right, title or interest therein, except in strict compliance with the terms and conditions of this Agreement, shall be null and void.
Restriction on Transfer of the Shares. (a) Purchaser hereby agrees to execute and comply with the provisions of a lock-up agreement in connection with an Initial Public Offering containing the same terms and conditions as lock-up agreements executed by all officers, directors and principal stockholders of the Company (the "Lock-up Agreement").
(b) Purchaser may not sell, transfer, assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") any of the Shares, or any right, title or interest therein, prior to the third anniversary of the Closing Date and, thereafter, any Transfer must be in compliance with Sections 3 and 5 hereof.
(c) Any purported Transfer or Transfers (including involuntary Transfers initiated by operation of legal process) of any of the Shares or any right, title or interest therein, except in strict compliance with the terms and conditions of this Agreement, shall be null and void.
