Restrictions on Common Stock. In consideration of the Award being made hereunder, the Grantee agrees that the Company (or a representative of any underwriters the Company may designate) may, in connection with any underwritten offering of any securities of the Company that is registered under the Securities Act of 1933, as amended, require that the Grantee not sell or otherwise transfer or dispose of any shares of Common Stock or other securities of the Company during such period (not to exceed 180 days) following such offering or such other date as may be requested by the Company or such representative of the underwriters. For purposes of this restriction, the Grantee will be deemed to own shares of Common Stock which: (i) are owned directly or indirectly by the Grantee, including securities held for the Grantee’s benefit by nominees, custodians, brokers, or pledgees; (ii) may be acquired by the Grantee under this Award at any time, or otherwise be acquired by the Grantee within 60 days of the offering or other date set by the Company or the representative of the underwriters; (iii) are owned directly or indirectly, by or for the Grantee’s spouse and any of his children who reside at his principal residence and over which Grantee can exercise dispositive authority; or (iv) are owned, directly or indirectly, by or for a corporation, partnership, estate, or trust of which the Grantee is a shareholder, partner, beneficiary, or trustee and over which Grantee can exercise dispositive authority, but in the event the Grantee is a shareholder, partner, or beneficiary, only to the extent of the Grantee’s proportionate interest therein as a shareholder, partner, or beneficiary thereof. The Grantee further agrees that the Company may impose “stop transfer” instructions with respect to securities subject to the foregoing restrictions until the end of such period.
Restrictions on Common Stock. Director acknowledges and agrees that the Restricted Stock is subject to various restrictions set forth in the Plan. Director agrees as a holder of Restricted Stock to be bound by all terms, conditions and restrictions contained in the Plan. Director acknowledges that he has received a copy of the Plan.
Restrictions on Common Stock. Upon the exercise of the Options provided in Section 2 above, the rights and obligations of the Executive and his Permitted Transferees with respect to Common Stock
Restrictions on Common Stock. The 750,000 shares of Common Stock to be issued to the Stockholders shall be subject to the following restrictions:
(i) All Common Stock shall be issued to the Stockholders (and their transferrees as provided below) pursuant to Section 4(2) of the Securities Act and Rule 506 thereunder. PCNA shall have no obligation to register any of the shares of the Common Stock. In addition to the restrictions imposed by Rule 144 promulgated under the Securities Act, the shares of Common Stock shall be subject to the restrictions contained below.
(ii) At the Closing, subject to execution of customary documentation, an aggregate of 25,000 shares of Common Stock may be transferred by the Stockholders to Xxxxx & Xxxxx, attorneys at law (or its designees), as payment of all fees due from the Stockholders to such law firm. The Target shall have no responsibility for any such fees or disbursements.
(iii) The remaining shares of Common Stock may not be publicly or privately sold, hypothecated or otherwise transferred except as follows:
(A) for the first 12 months following Closing, no Common Stock may be sold or transferred. Up to 100,000 shares of Common Stock may be hypothecated as long as the Loan is structured to avoid a default during the first 12 months following the Closing;
(B) for the second 12 months following Closing, up to 100,000 shares of Common Stock may be sold, hypothecated or otherwise transferred;
(C) for the third 12 months following Closing, an additional 100,000 shares of Common Stock may be sold, hypothecated or otherwise transferred;
(D) 250,000 shares of Common Stock may not be sold, hypothecated or otherwise transferred until April 20, 2000. At that time, the Net Pre-Tax Income of the Buyer (and the Target for the period from January 1, 1997 through the date of the Merger) for fiscal 1997, 1998 and 1999 shall be determined. As used in this Agreement, the term "Net Pre-Tax Income" shall mean the net pre-tax income of the Buyer and the Target calculated in accordance with GAAP consistently applied, plus any amounts paid to Directory Printing which are less than $100,000, and minus additional auditing and accounting fees incurred by PCNA as a result of its ownership of the business of the Target (not to exceed $15,000 in the aggregate for fiscal 1997). Any auditing costs incurred by PCNA prior to the Closing or in connection with the Form 8-K, PCNA may be required to file following the Closing shall be paid by PCNA and shall have no effect on Net Pre-Ta...
Restrictions on Common Stock. The shares of Common Stock purchased pursuant to this Warrant shall be subject to the following transfer restrictions which shall be legended on the stock certificate(s) evidencing such shares of Common Stock: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND STOCK WARRANT 1 REGULATIONS THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE CORPORATION WILL NOT HONOR TRANSFER OF THESE SHARES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE CORPORATION, WHICH MAY INCLUDE AN OPINION OF COUNSEL, THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE STATE SECURITIES LAWS.
Restrictions on Common Stock. The Corporation shall not at any time effect a subdivision, combination, consolidation or reclassification of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, unless such subdivision, combination, consolidation or reclassification shall also apply in a like manner to the outstanding Series A Preferred Stock.
Restrictions on Common Stock. The Common Stock issuable upon exercise of ---------------------------- this Option shall be subject to the terms, conditions, rights and restrictions of that certain Shareholders' Agreement and/or Voting Agreement by and among the Company and its shareholders, if any, which such agreement is incorporated herein by this reference.
Restrictions on Common Stock. The Lenders understand that the Converted Stock, the Warrants and upon exercise, the shares of Common Stock underlying the Warrants shall be, “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be sold, pledged, assigned or transferred and must be held indefinitely in the absence of (i) an effective registration statement under the Securities Act and applicable state securities laws with respect thereto, or (ii) an opinion of counsel satisfactory to the Parent that such registration is not required. The certificates for each of the shares of Converted Stock, Warrants and underlying shares of Common Stock shall bear the following or similar legend (in addition to such other restrictive legends as are required or deemed advisable under any applicable law or any other agreement to which the Parent is a party): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” The Lenders consent to the Parent making a notation on its records or giving instructions to any transfer agent of the Converted Stock, the Warrants and the shares of Common Stock underlying the Warrants in order to implement the restrictions on any such transfer set forth and described herein.
Restrictions on Common Stock. Except as otherwise approved by the Board, all shares of Common Stock of the Company issued to Service Providers shall be subject to a freely assignable Company right of first refusal on transfers, a standard 180 day market standoff provision, and each Award shall prohibit transfers of unvested shares (except by operation of law or for estate planning purposes).
Restrictions on Common Stock. The shares of common stock, options and common stock issuable upon the exercise of the options as set forth in this Agreement will bear the following restrictive legend: "The shares evidenced by this Certificate have been acquired for investment only and have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. Without such registration, the shares may not be sold, transferred, pledged or otherwise disposed of, except upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required." Method of Exercise of Options and Restrictions on Common Stock. If the options become exercisable, the options may be exercised in whole or in part until December 31, 2002 by Consultants sending a check made payable to Maxxon, Inc. in the amount of $0.25 per share. Certificates for common stock will be issued as promptly as practicable. The common stock issued pursuant to the exercise of the options will bear the restrictive legend referred to above. The common stock issued pursuant to the exercise of the options and are subject to restrictions on transferability and resale and may not be transferred or sold unless registered or exempt from registration. Specifically, the holding period under Rule 144 will not begin until the options are exercised in the manner set forth above.
