Restrictions on Exercise and Transfer. Neither this Warrant nor the shares of Stock issuable upon exercise of this Warrant have been registered under the Securities Act of 1933, as amended (the “Act”) or any state securities laws. Therefore, in order, among other things, to insure compliance with the Act, notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: No Holder shall sell, assign, transfer, pledge, hypothecate, mortgage, encumber or dispose of all or any portion of this Warrant (or any of the shares of Stock which may be issued upon the exercise hereof). Notwithstanding the foregoing, a Holder may transfer all or any portion of this Warrant (or any of the shares of Stock which may be issued upon the exercise hereof) (a) as part of a registered public offering of the Company’s securities or pursuant to Rule 144 under the Act, (b) by pledge that creates a mere security interest in all or any portion of this Warrant (or any of the shares of Stock which may be issued upon the exercise hereof), provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Warrant to the same extent as if it were the Holder making such pledge, (c) either during his lifetime or on death by will or the laws of descent and distribution to his siblings, ancestors, descendants or spouse, or any custodian or trustee for the account of Holder or Holder’s siblings, ancestors, descendants or spouse, or (d) to an affiliate or a partner of Holder, provided, in each such case a transferee shall receive and hold all or any portion of this Warrant (or any of the shares of Stock which may be issued upon the exercise hereof) subject to the provisions of this Warrant and there shall be no further transfer except in accordance herewith. No party will avoid the provisions of this Warrant by making one or more transfers to an affiliate of such party and then disposing of all or any portion of such party’s interest in such affiliate; provided, however, that in any event, this Warrant may not be sold or transferred in the absence of registration under the Act unless the Company receives an opinion of counsel reasonably acceptable to it stating that such sale or transfer is exempt from the registration and prospectus delivery requirements of said act.
Restrictions on Exercise and Transfer. The holder of this Warrant, as of the date of issuance hereof, represents to the Company that it is not acquiring the Warrant with a view to the distribution thereof. Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Article 3, which conditions are intended, among other things, to insure compliance with the provisions of the Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The holder of this Warrant, by its acceptance hereof, agrees that it will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of such holder's counsel reasonably satisfactory to the Company (as such opinion and such counsel are described in Section 3.2 below) or until registration of such Warrant Shares under the Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 or Rule 144A under the Act.
Restrictions on Exercise and Transfer. The Warrant may not be exercised, sold, pledged, hypothecated, transferred or assigned, in whole or in part, unless a registration statement under the Securities Act of 1933, as amended (the "Act"), and under any applicable state securities laws is effective therefor or, an exemption from such registration is then available. Any exercise, sale, pledge, hypothecation, transfer, or assignment in violation of the foregoing restriction shall be deemed null and void and of no binding effect. The Company shall be entitled to obtain, as a condition precedent to its issuance of any certificates representing Warrant Shares or any other securities issuable upon any exercise of the Warrant, a letter or other instrument from the Holder containing such covenants, representations or warranties by such Holder as reasonably deemed necessary by Company to effect compliance by the Company with the requirements of applicable federal and/or state securities laws.
Restrictions on Exercise and Transfer. Purchaser understands that the Shares and Warrants may not be offered, sold, or transferred in any manner, and the Warrants may not be exercised, unless subsequently registered under the Act, or unless there is an exemption from such registration available for such offer, sale or transfer.
Restrictions on Exercise and Transfer. The Option and the rights of the Optionee in the Options and under this Agreement may not be transferred except upon the Optionee's death as provided by Section 5(c) hereof.
Restrictions on Exercise and Transfer. This Option (a) shall be exercisable during the Participant's lifetime only by the Participant or, in the event of the Participant's legal incapacity, by the Participant's legal guardian or representative acting in a fiduciary capacity on behalf of the Participant under state law and court supervision, and (b) may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.
Restrictions on Exercise and Transfer. This Warrant may not ------------------------------------- be exercised if the issuance of the Warrant Shares upon such exercise or the method of payment of consideration for such Warrant Shares would constitute a violation of any applicable federal or state securities laws, the rules and regulations of an applicable securities exchange or quotation, system, or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"). In furtherance of the foregoing, and not in limitation thereof, upon receipt of notice from the Purchaser that it intends to exercise the Warrant, the Company shall promptly comply with the provisions of Section 7.7 of the Purchase Agreement. The Purchaser acknowledges that as of the date hereof it has entered into the Shareholders Agreement dated as of February 18, 2000 (as amended, from time to time, the "Shareholders Agreement"), among the Purchaser, the Company and certain other shareholders of the Company, which pertains to the transferability of this Warrant and the Warrant Shares.
Restrictions on Exercise and Transfer. Notwithstanding any of the other provisions of this Agreement, the Optionee agrees that the Option shall not be exercisable and the shares issued pursuant to the exercise of the Option shall not be issued to the Optionee or thereafter transferred by the Optionee (a) if the administrator of the Plan determines that the exercise of the Option or the issuance by the Company of shares pursuant to such exercise or the subsequent transfer of the shares issued upon the exercise of such Option would constitute a violation by the Optionee or by the Company of any provisions of any law, rule or regulation of any governmental or regulatory body or stock exchange or (b) if the administrator of the Plan, on advice of counsel, shall determine such exercise, issuance or transfer to be undesirable prior to registration of such shares for issuance and/or resale under the Act, and/or listing of such shares with a securities exchange and/or receipt of the consent or approval of any governmental or regulatory body or stock exchange, as the case may be. In no event shall the Company be obligated to issue or transfer any shares upon the exercise of any Option or upon subsequent transfer of such shares unless a registration statement under the Act is then in effect and current with respect to the issue or transfer of such shares or the administrator of the Plan, on advice of counsel, determines that exemption from registration under the Act is then available. Any determination made in good faith by the administrator of the Plan in this connection shall be final, binding and conclusive on all persons whomsoever for all purposes. The Company shall have no obligation to register the shares issuable upon exercise of the Option under the Act or to list such shares on any stock exchange or to continue such registration or listing. The Company shall in no event be obligated to take any affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto or any subsequent transfer of such shares to comply with any law or regulation of any governmental or regulatory authority or stock exchange. For purposes of this Agreement, a securities exchange or stock exchange shall include a national securities market system.
Restrictions on Exercise and Transfer. The Warrants may not be exercised, sold, pledged, hypothecated, transferred or assigned, in whole or in part, unless a registration statement under the Act, and under any applicable state securities laws is effective therefor, or an exemption from such registration is then available. Warrant Agreement
Restrictions on Exercise and Transfer. Notwithstanding any provisions ------------------------------------- contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to (and subject to compliance by the holder hereof with) the provisions of Section 3.2 hereof and then only in compliance with the provision contained in the following sentence or the other conditions specified in this Section 3, intended, among other things, to insure compliance with the provisions of the Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The holder of this Warrant, by its acceptance hereof, agrees that it will not transfer this Warrant or the related Warrant Shares until registration of such Warrant or Warrant Shares under the Act has become effective or a sale of such Warrant Shares has been consummated pursuant to Rule 144 or other exemption under the Act. Any transfer of this Warrant may only be in whole and not in part.
