Restrictions of Transfer. This Agreement and the rights and obligations under this Agreement shall not be transferable, sublicensable or assignable to any other person, firm or corporation by Licensee, without the express prior written consent of the Licensor. The rights and obligations of this Agreement shall insure to the benefit of and be binding upon the parties hereto, their successors and permitted assigns.
Restrictions of Transfer. The Subscriber understands that the Securities are characterized as "restricted securities" under the 1933 Act and Rule 144 promulgated thereunder inasmuch as they are being acquired from the Company in a transaction not involving a public offering, and that under the 1933 Act and applicable regulations thereunder such securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, such Subscriber represents that such Subscriber is familiar with Rule 144 of the 1933 Act, as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act. Such Subscriber understands that the Company is under no obligation to register any of the securities sold hereunder except as may be described in this Agreement under Section 2.2.6.1 or 2.2.6.2.
Restrictions of Transfer. 3 2.2 Cooperation...............................................................................5 3.
Restrictions of Transfer. Neither the Warrant nor the Warrant Shares shall be transferable except upon the conditions specified in this Section 2.1, which conditions are intended to insure compliance with the provisions of the Securities Act of 1933 (the "1933 Act") in respect to the transfer of the Warrant and the Warrant Shares.
(a) Unless and until otherwise permitted by this Section 2.1, the Warrant and each certificate or other document evidencing any of the Warrant Shares shall be endorsed with a legend substantially in the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT, OR (C) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION IS REQUIRED FOR SUCH TRANSFER"
(b) Neither the Warrant nor the Warrant Shares shall be transferred, and the Company shall not be required to register any such transfer, unless and until one of the following events shall have occurred:
(i) the Company shall have received an opinion of counsel, in form and substance reasonably acceptable to the Company and its counsel, stating that the contemplated transfer is exempt from registration under the 1933 Act as then in effect, and the Rules and Regulations of the Securities and Exchange Commission (the "Commission") thereunder. Within five business days after delivery to the Company and its counsel of such an opinion, the Company either shall deliver to the proposed transferor a statement to the effect that such opinion is not satisfactory in the reasonable opinion of its counsel (and shall specify in detail the legal analysis supporting any such conclusion) or shall authorize the Company's transfer agent to make the requested transfer;
(ii) the Company shall have been furnished with a letter from the Commission in response to a written request in form and substance acceptable to counsel for the Company setting forth all of the facts and circumstances surrounding the contemplated transfer, stating that the Commission will take no action with regard to the contemplated transfer;
(iii) the Warrant or the Warrant Shares are transferred pursuant to a registration statement which has been filed with the Commission and has become effective; or
(iv) the Warrant or the Warrant Shares are transferred in accordan...
Restrictions of Transfer. In addition to the general restrictions set forth herein, no Member shall sell, exchange, pledge, mortgage, hypothecate or otherwise transfer or encumber its interest in the Company without the prior written consent of the Members. Any such transfer or encumbrance shall be void from inception and of no force or effect whatsoever.
Restrictions of Transfer. Except as otherwise provided in this Agreement, no Membership Interest may be sold, assigned, transferred, given, bequeathed, donated, mortgaged, pledged, attached, levied upon, seized by or for creditors, or otherwise encumbered or disposed of, whether by act of the Member or by operation of law, without the prior written consent of Members (other than the Member whose Membership Interest is involved). However, a Member shall be allowed to transfer its Membership Interest to a subsidiary or affiliate of which the Member owns a controlling equity interest of at least 51%.
Restrictions of Transfer. The Owner Beneficiary may not, directly or indirectly, assign, convey or otherwise transfer any of its right, title or interest in or to the Trust Estate or the Trust Agreement. Any transfer by the Owner Beneficiary as above provided, shall only be effected pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Trustee, the Trust Company, the Tenant, and their respective counsel.
Restrictions of Transfer. Except as otherwise expressly permitted in this Agreement, Parent will not, and will not permit its Affiliates to, directly or indirectly, transfer, sell, assign, pledge, convey, hypothecate or otherwise encumber or dispose of ("transfer") any Voting Securities.
Restrictions of Transfer. During the term of this Agreement, Xxxxxxx agrees that it will not, and it will cause each of its Affiliates who have acquired IBC Equity under this Agreement, or who may acquire IBC Equity pursuant to Section 3.2(b) of this Agreement, not to Transfer any IBC Equity except as permitted by or in accordance with this Agreement."
Restrictions of Transfer. From the date of this Agreement until the consummation of the final Subsequent Closing (including the transfer of all Shares by Lorex to the Purchaser that are contemplated to be transferred prior to or at the final Subsequent Closing), other than as contemplated by this Agreement, Lorex shall not sell, sell short, transfer (including gift), pledge, encumber, assign or otherwise dispose (whether by sale, liquidation, dissolution, dividend, distribution or otherwise) of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of (each, a “Transfer”), any of the Shares or any interest contained therein, other than to the Purchaser. If requested by the Purchaser, Lorex take all action that may be required to place restrictive legends on the stock certificate(s) representing the Shares that impose the transfer restrictions set forth in this Section 6.1 and the proxy set forth in Section 6.2 (the “Specified Legends”). If requested by Purchaser, Lorex will promptly (and not more than two (2) Business Days following the date of such request) mail such certificates to the Company’s transfer agent or otherwise make such certificate(s) available to the Company for the placement of such legends. Lorex shall not take any action to remove the Specified Legends from such certificates.
