RESTRICTIONS ON PURCHASED SHARES. Optionee shall not sell, transfer (with or without consideration), assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") any of the Purchased Shares unless and until ALL of the following have occurred:
(a) The Purchased Shares are disposed of pursuant to and in conformity with an effective registration statement filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), or the proposed disposition will not result in a violation of the securities laws of any state of the United States; and
(b) If requested by the Company, Optionee shall, prior to the transfer of such Purchased Shares, deliver to the Company a written opinion of counsel, satisfactory to the Company and its counsel, that the proposed disposition will comply with the requirements set forth in clause (a) above, in which case, the Company shall bear all reasonable costs of such counsel in preparing such opinion. Any attempted Transfer which is not in full compliance with this Paragraph 5 shall be null and void AB INITIO, and of no force or effect.
RESTRICTIONS ON PURCHASED SHARES. (a) Each certificate for Purchased Shares initially issued upon the exercise of the Warrants, shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE CONDITIONS SPECIFIED IN A CERTAIN WARRANT AGREEMENT DATED DECEMBER 23, 1997. NO TRANSFER, SALE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL REGISTERED OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO IT, THAT THE TRANSACTION IS EXEMPT FROM REGISTRATION, AND UNTIL SUCH CONDITIONS AS ARE CONTAINED IN THE WARRANT AGREEMENT HAVE BEEN FULFILLED. A COPY OF THE FORM OF THE WARRANT AGREEMENT IS ON FILE AT THE OFFICES OF CUMETRIX, INC. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE WARRANT AGREEMENT." If the Purchased Shares are no longer subject to the transfer restrictions imposed by applicable state and Federal securities law because either (I) the Purchased Shares or the resale of the Purchased Shares has been registered on a registration statement declared effective by the Commission, or (ii) in the reasonable opinion of counsel for the Company, or the opinion of counsel for Holder, which opinion is reasonably satisfactory to counsel for the Company, all future dispositions of any of the Purchased Shares by the contemplated transferee would be exempt from or would satisfy the registration and prospectus delivery requirements of the Securities Act and the qualification requirements of the applicable state securities laws, then the restrictions on transfer of such securities contained in this Section 5(a) shall not apply to any subsequent transfer thereof and the Company shall, promptly upon request by Holder, remove the legend set forth above and shall promptly issue, in exchange for the certificate bearing such legend, a certificate without such legend to Holder.
(b) HOLDER AGREES THAT THE WARRANT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED EXCEPT (I) TO ITS SUCCESSORS IN A MERGER OR CONSOLIDATION OR OTHER BUSINESS COMBINATION; (ii) TO PURCHASERS OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS; OR (iii) BY OPERATION OF LAW. HOLDER FURTHER AGREES THAT THE COMPANY SHALL HAVE NO OBLIGATION TO EFFECT ANY TRANSFER OF THE WARRANTS DURING THE TIME PERIOD REFERRED TO ABOVE, UNLESS THE TRANSFEREE, PURCHASER, ASSIGNEE OR PLEDGEE, AS THE CASE MAY BE, S...
RESTRICTIONS ON PURCHASED SHARES. Holder shall not sell, transfer (with or without consideration), assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") any of the Purchased Shares unless the Purchased Shares are disposed of pursuant to and in conformity with an effective registration statement filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), or pursuant to an available exemption from the registration and prospectus delivery requirements of the Act, and the proposed disposition will not result in a violation of the securities laws of any state of the United States. If requested by the Company, Holder shall, prior to the transfer of such Purchased Shares, deliver to the Company a written opinion of counsel, satisfactory to the Company and its counsel, that the proposed disposition will comply with the requirements set forth in this paragraph 5. Any attempted Transfer which is not in full compliance with this Paragraph 5 shall be null and void AB INITIO, and of no force or effect.
RESTRICTIONS ON PURCHASED SHARES. None of the Purchased Shares shall be transferred (with or without consideration), sold, offered for sale, assigned, pledged, hypothecated or otherwise disposed of (each a "Transfer") and the Company shall not be required to register any such Transfer and the Company may instruct its transfer agent not to register any such Transfer, unless and until all of the following events shall have occurred:
(a) the Purchased Shares are Transferred pursuant to and in conformity with (i) (x) a registration statement filed with, and declared effective by, the SEC pursuant to the Act or (y) an exemption from the registration requirements of the Act; and (ii) the securities laws of any state of the United States; and
(b) Grantee has, prior to the Transfer of such Purchased Shares, and if requested by the Company, provided all relevant information to Company's counsel so that upon Company's request, the Company's counsel is able to, and actually prepares and delivers to the Company a written opinion that the proposed Transfer (i) is pursuant to a registration statement which has been filed with the SEC and is then effective, or (ii) is exempt from the registration requirements of the Act as then in effect, and the Rules and Regulations of the SEC thereunder. The Company shall bear all reasonable costs of preparing such opinion. Any attempted Transfer which is not in full compliance with this Section 6 shall be null and void ab initio, and of no force and effect.
RESTRICTIONS ON PURCHASED SHARES. None of the Purchased Shares shall be transferred (with or without consideration), sold, offered for sale, assigned, pledged, hypothecated or otherwise disposed of (each a "Transfer") and the Company shall not be required to register any such Transfer and the Company may instruct its transfer agent not to register any such Transfer, unless and until all of the following events shall have occurred:
(a) the Purchased Shares are Transferred pursuant to and in conformity with (i) (x) an effective registration statement filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), or (y) an exemption from registration under the Act, and (ii) the securities laws of any state of the United States; and
(b) Employee has, prior to the Transfer of such Purchased Shares, and if requested by the Company, provided all relevant information to Company's counsel so that upon Company's request, Company's counsel is able to, and actually prepares and delivers to the Company a written opinion that the proposed Transfer (i) (x) is pursuant to a registration statement which has been filed with the Commission and is then effective, or (y) is exempt from registration under the Act as then in effect, and the Rules and Regulations of the Commission thereunder, and (ii) is either qualified or registered under any applicable state securities laws, or exempt from such qualification or registration. The Company shall bear all reasonable costs of preparing such opinion. Any attempted Transfer which is not in full compliance with this Paragraph 6 shall be null and void ab initio, and of no force or effect.
RESTRICTIONS ON PURCHASED SHARES. From the date of the purchase of the Purchased Shares until the principal of the Loan and all unpaid interest thereon is repaid in full (the "RESTRICTED PERIOD"):
(a) Certificates representing Purchased Shares shall bear the following legend in addition to any other legends that the Company may deem appropriate: THIS CERTIFICATE AND THE SHARES OF STOCK AND ALL RIGHTS HEREBY REPRESENTED ARE SUBJECT TO THE TERMS, CONDITIONS AND RESTRICTIONS SET FORTH IN THE DAISYTEK INTERNATIONAL CORPORATION DIRECTOR AND OFFICER LOAN PLAN AND ANY AGREEMENT UNDER THAT PLAN AND THE LOAN AGREEMENT BETWEEN THE OWNER OF SUCH SHARES AND DAISYTEK INTERNATIONAL CORPORATION MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SUCH PLAN AND AGREEMENTS, COPIES OF WHICH ARE ON FILE AT THE OFFICES OF DAISYTEK INTERNATIONAL CORPORATION.
(b) Certificates representing Purchased Shares shall be registered in the name of the Borrower and the Borrower shall be treated as a stockholder with respect to such shares, including the right to vote such shares.
RESTRICTIONS ON PURCHASED SHARES. Sellers acknowledge and agree that the Purchased Shares are being issued without registration under the Securities Act or any similar state statute, and will ear the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") or any state securities laws in reliance on applicable exemptions therefrom. Accordingly, the transfer or resale of these shares is restricted and may only be accomplished when accompanied by an opinion of counsel that such transfer or resale is exempt from the registration requirements of the act or state laws."
RESTRICTIONS ON PURCHASED SHARES. The Seller is not a party to any agreements that create rights or obligations in the Purchased Shares relating to any third party including voting or stockholder agreements. The Seller is the lawful owner of the Purchased Shares, free and clear of any encumbrances, security interests or liens of any kind and has full power and authority to sell and transfer the Purchased Shares as contemplated in this Agreement.
RESTRICTIONS ON PURCHASED SHARES a) Market Stand-Off
i) in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "1933 Act"), including the Company's initial public offering, Optionee shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to any Purchased Shares without the prior written consent of the Company or its underwriters, for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters; provided however, that in no event shall such period exceed 180 days. This Section 6 shall only remain in effect for the two-year period immediately following the effective date of the Company's initial public offering and shall thereafter terminate and cease to be in force or effect. Optionee agrees to execute and deliver to the Company such further documents or instruments as the Company may reasonably determine to be necessary or appropriate to effect the provisions of this Section 6;
ii) in the event of any stock dividend, stock split, recapitalization or other transaction resulting in an adjustment under Section 7 hereof, then any new, substituted or additional securities or other property which is by reason of such transaction distributed with respect to or in exchange for the 5 Purchased Shares, shall be immediately subject to the provisions of this Section 6, to the same extent the Purchased Shares are at such time covered by such provisions;
iii) in order to enforce the provisions of Section 6, the company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable standoff period.
RESTRICTIONS ON PURCHASED SHARES. Abattis acknowledges and agrees that no Purchased Shares issued and delivered to Abattis pursuant to the terms of this Agreement may be transferred or otherwise assigned without the prior approval of the board of directors of Cannanumus. Abattis further acknowledges that it is aware that there is no market for the Purchased Shares and there is no assurance that the Cannanumus Shares will be listed and posted for trading on a stock exchange or dealer network in the future and, as a result, Abattis may not be able to resell the Purchased Shares except in accordance with limited exemptions under applicable securities laws and regulatory policy until expiry of the applicable hold period and compliance with the other requirements of applicable law; and it agrees that any certificates representing the Purchased Shares may bear a legend indicating that the resale of such securities is restricted.
