Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated by the Optionee except as hereinafter provided.
Restriction Upon Transfer. This Option is not transferable by the Optionee, except as contemplated by Section 8 hereof.
Restriction Upon Transfer. This Retention Option is not transferable by the Recipient, except as contemplated by Section 8 of this Agreement.
Restriction Upon Transfer. Licensee will not lease, rent, sell, pledge, assign, sublicense, loan or otherwise transfer to any third party any part of the Licensed Software or any copy thereof or any of Licensee's rights under this Agreement without the prior written consent of Lightning Rod SoftwareTM.
Restriction Upon Transfer. The Investor undertakes to follow the foregoing restrictions with respect to the offer and sale of the Securities.
6.1. The Securities may only be disposed of in compliance with applicable securities laws. In connection with any transfer of Securities, other than pursuant to an effective registration statement (the “Registration Statement”) or Rule 144, promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule (“Rule 144”), to the Company or to any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each a “Person”) that, directly or indirectly through one or more intermediaries, Controls, as such term is defined in the Securities Act, or is controlled by or is under common control with a Person (each an “Affiliate”) of the Investor, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of the Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of the Investor under this Agreement.
6.2. Each certificate representing the Securities, if such securities are being offered to Investor in reliance upon Regulation S as promulgated under the Securities Act, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): “[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES [AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY] NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SEC...
Restriction Upon Transfer. Until the Restricted Shares received under the terms of the Award are vested, without the prior written consent of the Company, none of the Restricted Shares may be transferred to any Person other than the Company, except as described in Section 7(g) of the Plan.
Restriction Upon Transfer. Licensee will not lease, rent, sell, pledge, assign, sublicense, loan or otherwise transfer to any third party any part of the Licensed Software or any copy thereof or any of Licensee's rights under this Agreement without the prior written consent of Atio USA.
Restriction Upon Transfer. Restricted Stock may not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated by the Grantee.
Restriction Upon Transfer. The Investor acknowledges that it is subject to certain restrictions regarding resale of the Issued Units and the underlying Ordinary Shares, including the Ordinary Shares covered by the warrants (the Warrant underlying Shares are herein referred to as “Warrant Shares,” and together with the Ordinary Shares, collectively, the “Shares”) pursuant to the provisions of the Securities Regulations (Details Regarding Sections 15a to 15c of the Securities Law), 2000, which as of the date hereof provide as follows:
5.1. The Investor is forbidden from offering the Shares for sale or transfer for a period of six (6) months from the date of their issuance (the “Restriction Period”).
5.2. During a period of six (6) consecutive quarters following the expiration of the Restriction Period, the Investor shall be able to offer the Convertible Shares for sale or transfer in the TASE, ONLY AS PROVIDED BELOW:
5.2.1. On each trading day at the TASE, such number of shares not to exceed the daily trading average of Company’s shares during an eight week period prior to the date of such sale or offer, and
5.2.2. In each trading quarter, the Investor may not sell or offer shares exceeding one percent (1%) of the Company’s issued share capital on the date of such offer or a smaller quantity (without considering convertible securities which had not yet been exercised or converted into shares and which had been issued prior to the date of such offering).
5.2.3. For the purposes of this Section 5.2, a “quarter” refers to a period of three (3) months, beginning at the end of the Restriction Period. The Investor undertakes to follow the foregoing restrictions with respect to the offer and sale of the Shares.
Restriction Upon Transfer