Restrictions on Stockholders Sample Clauses

Restrictions on Stockholders. Except as expressly provided otherwise in this Agreement, Stockholders who are not also members of the Board of Directors shall not be entitled to participate in the management or control of the Company, except as officers if so appointed, nor shall any such Stockholder hold himself out as having such authority or as being a member of the Board of Directors. Unless authorized to do so by the Board of Directors, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any purpose. No Stockholder shall have any power or authority to bind the Company unless the Stockholder has been authorized by the Board of Directors to act as an agent of the Company in accordance with the previous sentence.
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Restrictions on Stockholders. No Stockholder may, directly or indirectly (through any holding company or otherwise), voluntarily or involuntarily sell, assign, transfer, give, bequeath, devise, donate or otherwise dispose of, or pledge, deposit or otherwise encumber, in any manner, any of the Shares now or hereafter owned of record or beneficially by such Stockholder or enter into any swap, synthetic security, proxy, agreement or other arrangement that transfers to another Person, in whole or in part, any consequences of ownership of the Shares (to “Dispose” or each, a “Disposition”), except as expressly provided in this Agreement and in accordance with its terms and conditions. The transfer of Shares by a Stockholder to the Company or an Affiliate of the Company in connection with a repurchase, exchange, redemption, self-tender, reclassification, recapitalization, reorganization or similar transaction shall not be deemed a “Disposition.”
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Restrictions on Stockholders. Until such time as eVS's Common Stock is the subject of a Qualified Initial Public Offering (as hereinafter defined), or as expressly provided in this Agreement or in the Purchase Agreement, no Stockholder shall sell, assign, transfer, give, bequeath, devise, donate or otherwise dispose of, or pledge, deposit or otherwise encumber, in any way or manner whatsoever, whether voluntary or involuntary (all of the foregoing hereinafter referred to as "transfer"), any legal or beneficial interest in any of the shares of eVS's Common Stock (collectively, the "Shares") now or hereafter owned (of record or beneficially) by such Stockholder except as expressly provided in this Agreement and in accordance with its terms and conditions.
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Restrictions on Stockholders. From and after the dates hereof and until terminated pursuant to Section 3 hereof, each Stockholder agrees not to sell, assign, transfer, give, bequeath, devise, donate or otherwise dispose of, pledge, deposit, hypothecate or otherwise encumber, in whole or in part, or in any way or manner whatsoever, including, without limitation, by way of option, warrant, put, call or other contract right, agreement, commitment or understanding, any of the Shares now or hereafter owned or held by him or her, whether beneficially or of record, except as expressly provided in this Agreement and in accordance with its terms and conditions.
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Restrictions on Stockholders. No Stockholder shall sell, assign, transfer, give, donate, pledge, deposit, alienate, bequeath, devise or otherwise encumber or dispose of, in any way or manner whatsoever, any Share now held by the Stockholder (or hereafter acquired by the Stockholder as the result of an issue by the Corporation or a transfer from another Stockholder), except as expressly provided in this Agreement and in accordance with its terms and conditions.
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Restrictions on Stockholders. Until Company's securities are the subject of a Qualified Initial Public Offering (as hereinafter defined), or unless expressly permitted under this Agreement, no Stockholder will (a) sell, assign, bequest, transfer, give, bequeath, devise, donate or otherwise dispose of or (b) pledge, deposit or otherwise encumber (each of the foregoing actions in (a) and (b) will be referred to as a "Transfer"), a legal or beneficial interest in any Shares now or hereafter owned by such Stockholder, whether of record or beneficially.
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Related to Restrictions on Stockholders

  • Restrictions on Holders Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date.

  • 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 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 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 Securities Pledgor will not enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any securities pledged as Collateral, except as consented to in writing by Secured Party.

  • 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 Transfers of Shares Anything contained in this AGREEMENT or elsewhere to the contrary notwithstanding, the COMPANY may postpone the issuance and delivery of SHARES of the COMPANY upon any settlement of the AWARD until completion of any stock exchange listing or registration or other qualification of such SHARES under any state, federal or foreign law, rule or regulation as the COMPANY may consider appropriate; and may require PARTICIPANT in connection with the issuance of the SHARES to make such representations and furnish such information as the COMPANY may consider appropriate in connection with the issuance of the SHARES in compliance with applicable laws, rules and regulations. SHARES of the COMPANY issued and delivered upon settlement of the AWARD shall be subject to such restrictions on trading, including appropriate legending of certificates to that effect, as the COMPANY, in its discretion, shall determine are necessary to satisfy applicable laws, rules and regulations.

  • 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 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.

  • Restrictions on Transfer of Stock The shares of Common Stock granted hereunder may not be sold, tendered, assigned, transferred, pledged or otherwise encumbered prior to the earliest of:

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