Restrictions on Disposition of Shares. Shareholders covenant and warrant that the shares received are acquired for their own accounts and not with the present view towards the distribution thereof and will not dispose of such shares except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) in any other transaction which, in the opinion of counsel, acceptable to Purchaser, is exempt from registration under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. In order to effectuate the covenants of this sub-section, an appropriate endorsement will be placed upon each of the certificates of common stock of the Purchaser at the time of distribution of such shares pursuant to this Agreement, and stop transfer instructions shall be placed with the transfer agent for the securities.
Restrictions on Disposition of Shares. (a) The Other Stockholder shall not at any time during the period after the date of this Agreement and prior to the second (2nd) anniversary of the date of this Agreement (the "Initial Holding Period"), sell, assign, transfer, grant a proxy to any person to vote or otherwise act in respect of, grant a participation in, grant a security interest in, pledge, encumber or otherwise dispose of, whether by operation of law or otherwise (any of the foregoing being referred to hereinafter as a "Disposition"), any shares of Common Stock, now owned or hereafter acquired by the Other Stockholder, other than to the Principal Stockholders or their designee or to an Other Stockholder Affiliate (as defined in Section 1(c) hereof), except with the Principal Stockholders, prior written consent.
(i) At any time after the Initial Holding Period, the Other Stockholder shall not, without the prior written consent of the Principal Stockholders, effect a Disposition of any shares of Common Stock, now owned or hereafter acquired by the Other Stockholder, other than to the Principal Stockholders or their designee, or to the Corporation except upon the following terms and conditions: Notwithstanding the foregoing, if at any time after the expiration of the Initial Holding Period, the Other Stockholder desires to sell all or any portion of the shares of Common Stock held by the Other Stockholder (the "Offered Shares"), and the Other Stockholder shall have received an irrevocable bona fide, arm's-length, written offer (the "Bona Fide Offer") for the purchase of the Offered Shares, for cash, notes or other consideration, or any combination thereof, from a prospective purchaser (the "Prospective Purchaser"), the Other Stockholder shall give a notice in writing (the "Option Notice") to each of the Corporation and the Principal Stockholders containing a copy of the original executed Bona Fide Offer, setting forth the price and terms and conditions of the proposed sale, the name and address of the Prospective Purchaser, and the effective date of such Option Notice. For a period of 20 business days following the effective date of such Option Notice (the "Principal Stockholders' Option Period"), the Principal Stockholders shall have an option, on the terms and conditions set forth in this Section 1(b), to purchase all or any portion of the
Restrictions on Disposition of Shares. Issued Upon Exercise No disposition of Shares acquired pursuant to the exercise of this Option shall be made within two years of the date hereof.
Restrictions on Disposition of Shares. Neither the Purchaser nor any of the Purchaser's heirs or representatives shall sell, assign, transfer, pledge or otherwise directly or indirectly dispose of or encumber any of the Shares to or with any other person, firm, trust, association, corporation or entity (including, without limitation, transfers to any other holder of Holding's capital stock, dispositions by gift, by will, by a corporation as a distribution in liquidation and by operation of law other than a transfer of Shares by operation of law to the estate of the Purchaser upon the death of the Purchaser, provided that such estate shall be bound by all provisions of this Agreement) except as provided in Sections 5 through 8 hereof, inclusive. The restrictions contained in this Section 4 shall terminate in the event that an underwritten public offering of the Common Stock led by one or more underwriters at least one of which is an underwriter of nationally recognized standing (a "Public Offering") has been consummated and shall not apply to a sale to the underwriters as part of a Public Offering.
Restrictions on Disposition of Shares. Notwithstanding any Plan provision or Agreement provision to the contrary, the Holder shall make no disposition of the Shares, unless and until there is compliance with all of the following requirements:
(i) The Holder shall have provided the Company with a written summary of the terms and conditions of the proposed disposition;
(ii) The Holder shall have complied with all requirements of this Agreement applicable to the disposition of the Shares;
(iii) The Holder shall have provided the Company with written assurances, in form and substance satisfactory to the Company, that all appropriate action necessary for compliance with the Company’s policy on securities trades and all applicable federal and state securities laws (including Rule 144) has been taken; and
(iv) Such disposition does not violate the terms and conditions set forth in this Agreement. The Company shall not be required (x) to transfer on its books any Shares which have been sold or transferred in violation of the provisions of this Agreement or (y) to treat as the owner of the Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom the Shares have been transferred in contravention of the Plan or this Agreement.
Restrictions on Disposition of Shares. Holder shall make no disposition of the Shares (other than a Permitted Transfer) unless and until there is compliance with all of the following requirements:
(i) Holder shall have provided the Company with a written summary of the terms and conditions of the proposed disposition; and
(ii) Holder shall have complied with all requirements of this Agreement applicable to the disposition of the Shares.
Restrictions on Disposition of Shares. Grantee shall make no disposition of the Shares (other than a Permitted Transfer) unless and until there is compliance with all of the following requirements:
(a) Grantee shall have provided the Company with a written summary of the terms and conditions of the proposed disposition.
(b) Grantee shall have complied with all requirements of this Agreement and the Stockholders Agreement applicable to the disposition of the Shares.
(c) Grantee shall have provided the Company with written assurances, in form and substance satisfactory to the Company, that (a) the proposed disposition does not require registration of the Shares under the 1933 Act or under any applicable state securities laws or (b) all appropriate action necessary for compliance with the registration requirements of the 1933 Act and for compliance with any applicable state securities laws or any exemption from registration available under the 1933 Act (including Rule 144) and under any applicable state securities laws have been taken. The Company shall not be required (i) to transfer on its books any Shares which have been sold or transferred in violation of the provisions of this Agreement, the Stockholders Agreement, or any applicable Employee Stock Ownership Agreement or (ii) to treat as the owner of the Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom the Shares have been transferred in contravention of this Agreement, the Stockholders Agreement, or any applicable Employee Stock Ownership Agreement.
Restrictions on Disposition of Shares. Each of the Shareholders, individually and not jointly, covenants and warrants that the shares to be received hereunder are acquired for his or her own account and not with the present view towards the distribution thereof and will not dispose of such shares except (i) pursuant to an effective registration statement under the Securities Act, or (ii) in any other transaction which, in the opinion of counsel, in form reasonably acceptable to Purchaser, is exempt from registration under the Securities Act or the rules and regulations of the SEC thereunder. In order to effectuate the covenants of this sub-section 8.1., an appropriate endorsement will be placed upon each of the certificates of common stock of the Purchaser at the time of distribution of such shares by the Company pursuant to this Agreement, and stop transfer instructions shall be placed with the transfer agent for the securities.
Restrictions on Disposition of Shares. The Shareholders covenant and warrant that the shares of Acquiror received are acquired for their own account and not with the present view towards the distribution thereof. Shareholders further covenant and warrant and that they will not dispose of the respective shares of Acquiror Common Stock except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) in any other transaction which, in the opinion of counsel, acceptable to the Acquiror, is exempt from registration under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. In order to effectuate the covenants of this sub-section, an appropriate endorsement will be placed upon each of the certificates of Acquiror Common Stock at the time of distribution of such shares by Acquiror pursuant to this Agreement, and stop transfer instructions shall be placed with the transfer agent for the securities.
Restrictions on Disposition of Shares. Eight hundred fifty ----------------------------------------- thousand (850,000) shares of the ABG Common Stock (the "Unregistered Shares") to be issued to the Shareholders in connection with the transactions contemplated by this Agreement, will not have been registered under the Securities Act of 1933, and may be resold by the Shareholders only after registration under the Securities Act of 1933, or under an available exemption, or pursuant to Rule 144. The Shareholders agree that the Unregistered Shares will not be disposed of except (i) pursuant to an effective registration statement under the Securities Act of 1933, or (ii) in any other transaction which is exempt from registration under the Securities Act of 1933 or the rules and regulations of the SEC promulgated thereunder. Each Shareholder further agrees (i) that no such sale, conveyance or disposition of his allocated portion of the Unregistered Shares shall occur for a period of twelve (12) months after Closing, (ii) that no more than one-third (1/3) of his allocated portion of the Unregistered Shares shall be sold during the period between the first anniversary and the second anniversary of Closing, (iii) that no more than one-third (1/3) of his allocated portion of the Unregistered Shares shall be sold during the period between the second anniversary and the third anniversary of Closing, and (iv) that no more than one-third (1/3) of his allocated portion of the Unregistered Shares shall be sold during the period between the third anniversary and the fourth anniversary of Closing; provided, however, this annual limitation on sales of the Unregistered Shares shall not apply in the event (i) the Buyer is the subject of an acquisition pursuant to any merger, stock exchange, stock purchase, consolidation, tender offer or other type of similar transaction, or (ii) the Buyer extends an offer to its shareholders to repurchase shares of its common stock. In order to effectuate the covenants of this subsection, an appropriate legend will be placed upon each of the certificates of stock at the time of distribution of such Unregistered Shares pursuant to this Agreement, and stop transfer instructions shall be placed with the transfer agent for such shares. Such legend shall be removed from the respective certificates as appropriate upon reaching the respective anniversary date that terminates the restriction.
