Restrictions on Sale or Transfer of Shares. (a) The Grantee will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the shares of Company Stock underlying the Option unless the shares of Company Stock are registered under the 1933 Act, or the Company is given an opinion of counsel reasonably acceptable to the Company that such registration is not required under the 1933 Act.
(b) In consideration for this Option Grant, the Grantee agrees to be bound by the Employer’s policies as in effect from time to time, including, but not limited to, the Company’s Xxxxxxx Xxxxxxx, Anti-Hedging and Clawback Policies and Stock Ownership Guidelines, and understands that there may be certain times during the year that the Grantee will be prohibited from selling, transferring, donating, assigning, mortgaging, hypothecating or otherwise encumbering the Company securities.
Restrictions on Sale or Transfer of Shares. (a) The Grantee agrees that he or she shall not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Shares underlying the Option unless the Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or the Company is given an opinion of counsel reasonably acceptable to the Company that such registration is not required under the Securities Act.
(b) As a condition to receive any Shares upon the exercise of the Option, the Grantee agrees to be bound by the Company’s policies regarding the limitations on the transfer of such Shares, and understands that the Grantee will be prohibited from selling, transferring, pledging, donating, assigning, mortgaging, hypothecating or otherwise encumbering the Shares.
Restrictions on Sale or Transfer of Shares. The Grantee agrees that he shall not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the Shares underlying the Option unless the Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or the Company is given an opinion of counsel reasonably acceptable to the Company that such registration is not required under the Securities Act.
Restrictions on Sale or Transfer of Shares. (a) The Participant agrees that he or she shall not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the shares of Stock underlying the Option unless the shares of Stock are registered under the Securities Act of 1933, as amended (the “Securities Act”) or the Company is given an opinion of counsel reasonably acceptable to the Company that such registration is not required under the Securities Act.
(b) As a condition to receive any shares of Stock upon the exercise of the Option, the Participant agrees to be bound by the Company’s policies regarding the limitations on the transfer of such shares, and understands that there may be certain times during the year that the Participant will be prohibited from selling, transferring, pledging, donating, assigning, mortgaging, hypothecating or otherwise encumbering the shares.
Restrictions on Sale or Transfer of Shares. (a) The Grantee will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the shares of Restricted Stock underlying this Agreement unless the shares are registered under the 1933 Act, or Tivity Health is given an opinion of counsel reasonably acceptable to Tivity Health that such registration is not required under the 1933 Act.
(b) In consideration for the Restricted Stock, the Grantee agrees to be bound by Tivity Health’s policies as in effect from time to time, including, but not limited to, Tivity Health’s Code of Business Conduct, and understands that there may be certain times during the year that the Grantee will be prohibited from selling, transferring, donating, assigning, mortgaging, hypothecating or otherwise encumbering Tivity Health’s securities.
Restrictions on Sale or Transfer of Shares. LEGEND. The Analogy common stock to be issued hereunder will not have been registered under the Securities Act of 1933, as 36- AGREEMENT AND PLAN OF MERGER amended (the "Securities Act") or the blue sky laws of any state by reason of their contemplated issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act and of such state laws. Such shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act and such state laws or an exemption therefrom and an opinion of counsel to such effect and satisfactory to Analogy shall have been delivered to Analogy. The certificates representing the Analogy common stock shall contain the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. NEITHER SUCH SHARES NOR ANY PORTION THEREOF OR INTEREST THEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE CORPORATION SHALL HAVE RECEIVED EVIDENCE OF SUCH EXEMPTION SATISFACTORY TO THE CORPORATION (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION)."
Restrictions on Sale or Transfer of Shares. (a) The Participant agrees that he or she shall not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the shares of Company Stock underlying the Option unless the shares of Company Stock are registered under the Securities Act of 1933, as amended (the “Securities Act”) or the Company is given an opinion of counsel reasonably acceptable to the Company that such registration is not required under the Securities Act.
(b) As a condition to receive any shares of Company Stock upon the exercise of the Option, the Participant agrees:
(i) to be bound by the Company’s policies regarding the limitations on the transfer of such shares, and understands that there may be certain times during the year that the Participant will be prohibited from selling, transferring, pledging, donating, assigning, mortgaging, hypothecating or otherwise encumbering the shares; and
(ii) that the shares of Company Stock obtained by the Participant upon the exercise of the Option shall be subject to the restrictions set forth in the Company’s Stock Retention Program for Executives.
Restrictions on Sale or Transfer of Shares. (a) The Grantee will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the shares underlying this grant unless the shares are registered under the Securities Act of 1933, as amended (the “Securities Act”) or the Company is given an opinion of counsel reasonably acceptable to the Company that such registration is not required under the Securities Act.
(b) The Grantee agrees to be bound by the Company's policies regarding the limitations on the transfer of the shares subject to this grant and understands that there may be certain times during the year that the Grantee will be prohibited from selling, transferring, pledging, donating, assigning, mortgaging, hypothecating or otherwise encumbering the shares. The Grantee also acknowledges and agrees that this grant is subject to any applicable clawback, recoupment or other policies relating to shares of common stock of the Company implemented by the Board or the Company, as in effect from time to time.
Restrictions on Sale or Transfer of Shares. (a) Unless otherwise provided herein, the Participant may not sell or otherwise transfer the Shares issued to him or her at vesting of the Units prior to the second anniversary of the respective vesting date, or such other period as is required to comply with the minimum mandatory holding period applicable to French-qualified Restricted Stock Units to benefit from the special tax and social security regime.
(b) To the extent that the Shares paid at vesting qualify for favorable tax and social security treatment and the holding period described in Section 4(a) has been met, the Participant understands and agrees that the Shares may not be sold during certain Closed Periods, as long as and to the extent applicable to the Company under French law and as interpreted by the French administrative guidelines. These Closed Periods are (i) ten (10) quotation days preceding and following the disclosure to the public of the consolidated financial statements or the annual statements of the Company, and (ii) any period during which the corporate management of the Company (involved in the governance of the Company, such as the Board, Committee, etc.) possesses confidential information which could, if disclosed to the public, significantly impact the trading price of the Company’s Shares, until ten (10) quotation days after the day such information is disclosed to the public.
(c) If the Participant’s employment with the Company or any of its Subsidiaries terminates due to death and Disability, his or her heirs are not required to comply with the restrictions set forth in Section 4(a) and 4(b) hereof, respectively.
Restrictions on Sale or Transfer of Shares. Neither record title nor beneficial ownership of any Shares may be sold, assigned, pledged or transferred whether voluntarily or by operation of law, except in accordance with this Agreement. Any purported transfer in violation of this Agreement shall be void and of no effect, and shall not operate to transfer any interest or title in the purported transferee. Such purported transfer shall give the Company an option to purchase all such Shares purported to be transferred in accordance with this Agreement. Notwithstanding anything in this Agreement to the contrary, the Partnership may transfer all or any portion of the Shares to any current or future partner (“Partner”) of the Partnership. Any portion of the Shares so transferred to a Partner shall no longer be subject to the Put Option provisions of this Agreement, but shall remain subject to the Company’s right to purchase the Shares in accordance with the terms hereof.
