Restrictions on Sale of Activision Shares Sample Clauses

Restrictions on Sale of Activision Shares. The Members acknowledge and agree that Activision Shares will be issued to the Members and Employee Holders without registration under the Securities Act, based upon the "private offering exemption", in reliance upon appropriate written representations from the Members and Employee Holders (as set forth in their respective Investment Letters and their respective Accredited Investment Agreements or Non-Accredited Investor Agreements, as applicable), further evidenced by restrictive legends on the certificates representing Activision Shares and "stop transfer" instructions to Activision's transfer agent. Subject to Activision's obligations under Section 6.3(a), Activision Shares will be "restricted securities" within the meaning of the Securities Act and related rules and regulations.
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Restrictions on Sale of Activision Shares. The Shareholders acknowledge and agree that Activision Shares will be issued to the Shareholders without registration under the Securities Act, based upon the "private offering exemption", in reliance upon appropriate written representations from the Shareholders (as set forth in their respective Investment Letters attached hereto as Exhibit A); further evidenced by restrictive legends on the certificates representing Activision Shares and "stop transfer" instructions to Activision's transfer agent. Subject to Activision's obligations under Section 6.3(a), Activision Shares will be "restricted securities" within the meaning of the Securities Act and related rules and regulations. Notwithstanding the provisions of the Securities Act, the Shareholders acknowledge and agree that the Shareholders shall not have the right to sell, pledge, gift, hypothecate or otherwise dispose of the shares of Activision Common Stock until the issuance by Activision of its first earnings press release after the Effective Time containing at least thirty (30) days of combined operations of Activision's and Neversoft's businesses.
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Restrictions on Sale of Activision Shares. The Shareholders acknowledge and agree that Activision Shares will be issued to the Shareholders without registration under the Securities Act, based upon the "private offering exemption", in reliance upon appropriate written representations from the Shareholders (as set forth in their respective Investment Letters attached hereto as Exhibit A); further evidenced by restrictive legends on the certificates representing Activision Shares and "stop transfer" instructions to Activision's transfer agent. Activision Shares will be "restricted securities" within the meaning of the Securities Act and related rules and regulations.
Sample 1
Restrictions on Sale of Activision Shares. The Members acknowledge and agree that Activision Shares will be issued to the Members without registration under the Securities Act, based upon the "private offering exemption," in reliance upon appropriate written representations from the Members (as set forth in their respective Investment Letters and their respective Accredited Investment Agreements or Non-Accredited Investor Agreements, as applicable), further evidenced by restrictive legends on the certificates representing Activision Shares and "stop transfer" instructions to Activision's transfer agent. Subject to Activision's obligations under Section 6.3(a) or Section 6.3(b), Activision Shares, and Mat Hoffman Employee Allocation and Shaun Murray Employee Allocation, xx xxx, xxll be "restricted securitxxx" xxxxxx the meaning of the Securities Act and related rules and regulations.
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Related to Restrictions on Sale of Activision Shares

  • Restrictions on Sale of Shares Optionee represents and agrees that, upon Optionee's exercise of the Option in whole or part, unless there is in effect at that time under the Securities Act of 1933 a registration statement relating to the shares issued to him, he will acquire the shares issuable upon exercise of this Option for the purpose of investment and not with a view to their resale or further distribution, and that upon each exercise thereof Optionee will furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. Optionee agrees that any certificates issued upon exercise of this Option may bear a legend indicating that their transferability is restricted in accordance with applicable state or federal securities law. Any person or persons entitled to exercise this Option under the provisions of Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under circumstances in which Optionee would be required to furnish such a written statement, also furnish to the Company a written statement to the same effect, satisfactory to the Company in form and substance.

  • Restrictions on Shares The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

  • Restrictions on Sales Except in connection with any registration under this Section 7, no Seller shall sell any shares of Common Stock of EYEQ or securities convertible into or exercisable for Common Stock of EYEQ for twelve (12) months following the Closing. In connection with any registration under this Section 7, no Seller shall sell any shares of Common Stock of EYEQ or securities convertible into or exercisable for Common Stock of EYEQ, except pursuant to such registration, for the period following the effective date of the applicable registration statement that the managing underwriter of the offering determines is necessary to effect the offering, which period shall not exceed 360 days.

  • Restrictions on Stock i. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

  • Restrictions on Transfer of Shares No shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Optionee), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Option Agreement and, except pursuant to an Ownership Change Event, until the date on which such shares become Vested Shares, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

  • Restrictions on Transfer of Restricted Shares The Restricted Shares subject to this grant may not be assigned, exchanged, pledged, sold, transferred or otherwise disposed of by Grantee, except to the Company, until the Restricted Shares have become nonforfeitable in accordance with Sections 3, 4 and 5 hereof. The Grantee’s rights with respect to such purported transfer in violation of the provisions of this Section 2 of this Agreement shall be null and void, and the purported transferee shall obtain no rights with respect to such Restricted Shares.

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