Restrictions Generally; Securities Act Sample Clauses

Restrictions Generally; Securities Act. (a) Each Stockholder, other than the Bank Stockholders, agrees that it will not, directly or indirectly, Transfer any Restricted Securities unless such Transfer is a Permitted Transfer. Any attempt to Transfer any Restricted Securities, other than pursuant to a Permitted Transfer, shall be null and void and neither the issuer of such securities nor any transfer agent of such securities shall give any effect to such attempted Transfer in its stock records.
Sample 1Sample 2Sample 3See All (10)
AutoNDA by SimpleDocs
Restrictions Generally; Securities Act. (a) Each Stockholder agrees that it will not, directly or indirectly, Transfer any Restricted Securities except in accordance with the terms of this Agreement. Any attempt by any Stockholder to Transfer any Restricted Securities not in accordance with the foregoing shall be null and void and neither the issuer of such securities nor any transfer agent of such securities shall give any effect to such attempted Transfer in its stock records.
Sample 1
Restrictions Generally; Securities Act. (a) Seller agrees that it will not, directly or indirectly, Transfer any Share Consideration in violation of this Agreement. Any attempt by Seller to Transfer any Share Consideration in violation of this Agreement shall be null and void and neither the issuer of such securities nor any transfer agent of such securities shall give any effect to such attempted Transfer in its stock records. Seller agrees and consents to the entry of stop transfer orders against the Transfer of any Share Consideration in violation of this Agreement.
Sample 1
Restrictions Generally; Securities Act. (a) Each Stockholder will not, directly or indirectly, Transfer any Restricted Securities except in accordance with the terms of this Agreement. Shares of Restricted Securities owned by the Management Stockholders may only be Transferred to a Permitted Transferee, who shall have executed a Joinder Agreement and thereby became a party to this Agreement. An attempt by any Stockholder to Transfer any Restricted Securities not in accordance with the terms of this Agreement shall be null and void and neither the issuer of such securities nor any transfer agent of such securities shall give any effect to such attempted Transfer in its stock records. Notwithstanding any other provision of this Agreement, except as expressly permitted or required by Section 5 hereof, no Management Stockholder shall Transfer any Options nor any interest therein to any Person without the prior written consent of the Board of Directors of the Company.
Sample 1
Restrictions Generally; Securities Act. (i) Each Stockholder agrees that it will not, directly or indirectly, Transfer any Company Shares except in accordance with the terms of this Agreement. In the event a Transfer of any Company Shares is attempted in violation of the provisions of this Agreement, such Transfer shall be void and of no effect, the Company shall not register or have any obligation to register the Transfer of such shares, and no dividend of any kind whatsoever nor any distribution pursuant to liquidation or otherwise shall be paid by the Company to the transferee in respect to such shares (all such dividends and distributions being deemed waived by the transferee), and the voting rights of such shares, if any, on any matter whatsoever, and all other rights in connection with such shares, shall remain vested in the transferor during the period commencing with such party's initial failure of compliance and ending when compliance shall have occurred.
Sample 1
Restrictions Generally; Securities Act. (i) Each Shareholder will not, directly or indirectly, sell, offer for sale, assign, pledge, hypothecate, grant any option or other right in respect of or otherwise transfer (collectively, "TRANSFER") any of the Preferred Shares or the shares of Class A Common Stock of SCC underlying the Preferred Shares (collectively, "RESTRICTED SECURITIES"), except in accordance with the terms of this Agreement. Any attempt by any Shareholder to Transfer any Restricted Securities not in accordance with the terms of this Agreement shall be null and void, and neither the issuer of such securities nor any transfer agent of such securities shall give any effect to such attempted Transfer in its stock records.
Sample 1
Restrictions Generally; Securities Act. (a) Each Employee Stockholder agrees that he or she will not, directly or indirectly, Transfer any Company Securities except in accordance with the terms of this Appendix A. Any attempt by any Employee Stockholder to Transfer any Company Securities not in accordance with the terms of this Appendix A shall be null and void and neither the issuer of such securities nor any transfer agent of such securities shall give any effect to such attempted Transfer in its stock records. Notwithstanding anything contained in this Appendix A to the contrary, any transfer of Options shall also be subject to the provisions of the Option Plan and applicable Grant Agreement. In addition, if any Employee Stockholder transfers any Class A Common Stock obtained upon exercise of any Option, pursuant to the terms and limitations of this Appendix A, any Person acquiring such Class A Common Stock shall be considered an Employee Stockholder for the purposes of this Appendix A, except that the provisions of Article IV shall not apply to such Person unless he or she is or thereafter becomes an employee of the Company or any of its Affiliates.
Sample 1
AutoNDA by SimpleDocs

Related to Restrictions Generally; Securities Act

  • Securities Law Restrictions In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

  • Securities Laws Restrictions The Purchaser agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Securities proposed to be transferred shall then be effective or (b) the Company shall have received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction complies with the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

  • Securities Act “Securities Act” shall mean the Securities Act of 1933, as amended.

  • Compliance with U.S. Securities Laws Notwithstanding any provisions in this ADR or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act.

  • Registration of the Shares Compliance With the Securities Act (a) The Company shall:

  • Securities Act Restrictions The Registrable Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor shall not, directly or through others, offer or sell any Registrable Shares except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares other than pursuant to an effective registration statement, the Investor shall notify the Company of such transfer and the Company may require the Investor to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Shares. Subject to the provisions of this Section 10, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP number, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shares.

  • Restrictions on Transfer of the Warrant and Shares; Compliance with Securities Laws By acceptance of this Warrant, the Holder agrees to comply with the following:

  • Securities Laws Upon the acquisition of any Shares pursuant to the exercise of the Option, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

  • U.S. Securities Law Matters The Parties agree that the Arrangement will be carried out with the intention that, and will use their commercially reasonable best efforts to ensure that, all Consideration Shares and Replacement Options issued pursuant to Arrangement will be issued by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder and pursuant to similar exemptions from applicable state securities laws. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis:

  • Securities Laws Matters Each Member acknowledges receipt of advice from the Company that (i) the Interests have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Interests, (iii) the Interests must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Interests unless the Interests are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule and the provisions of this Agreement, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends shall be placed on any certificate representing the Interests and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests are subject to restrictions on transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Interests.

Time is Money Join Law Insider Premium to draft better contracts faster.