Restrictions on the Shares. The Purchaser represents that he has read the Plan and the Option Agreement and acknowledges that the Shares are and shall remain subject to various restrictions, including but not limited to, restrictions on transfer, a right of first refusal in favor of the Company, a call right and a compelled sale right in favor of the Company, restrictions on transfer under state and federal securities laws and a lock-up provision, in each case as set forth in the Plan or the Option Agreement. As a condition to any permitted transfer of the Shares, the Company may require the transferee to execute a written agreement, in a form acceptable to the Committee, that the transferee acknowledges and agrees to the foregoing terms and restrictions imposed on the Shares.
Restrictions on the Shares. ISI understands and agrees that the Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Shares or any available exemption from registration under the Securities Act, the Shares must be held indefinitely. ISI agrees and acknowledges that the following legend will be placed on the back of any certificate evidencing the Shares: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.”
Restrictions on the Shares. No Shares may be Disposed except under the terms of this Agreement. The Stockholders expressly agree that the terms and restrictions of this Agreement shall apply to all Shares (a) that any of them now owns or holds or hereafter acquires or holds by any means, including without limitation by subscription, assignment, conversion or reclassification of Common Stock or operation of law, or as a result of any share split, share combination, share dividend, recapitalization, reorganization, or the like, or (b) over which they now exercise voting control or hereafter acquire voting control by any means with respect to, and to any shares of any successor in interest of the Company, whether by sale, merger, consolidation or other similar transaction, or by purchase, assignment or operation of law.
Restrictions on the Shares. Caltech agrees that the Shares shall be subject to the following: (a) a right of first refusal in the event of a sale or transfer of the Shares prior to a “public offering of the Licensee” common stock; (b) a voting agreement for the Shares on the same terms as the members of management of Licensee holding common stock; (c) an obligation, in the event of any underwritten or public offering of securities of Licensee or an Affiliate, imposed by the underwriter to enter into and be bound by a lock-up agreement with respect to the Shares. Other than the foregoing, following a public offering of the shares of common stock of the Company, Caltech shall not be restricted from transferring its equity interest to any entity in any manner in accordance with applicable securities laws and not otherwise prohibited by law. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Restrictions on the Shares. Until full payment of the Secured Debt and the resulting termination of the Company's obligations under the Indenture, Pledgors may not sell, assign and/or otherwise transfer the Shares and/or the preemptive rights, or any other rights thereon, except in the manner and to the extent permitted under the Indenture. Pledgors may not create any second priority lien on, or any beneficial interest in, the Shares, and may not make or adopt any decision in any manner affecting the economic or voting rights on the Shares, or on any other shares as may be pledged hereafter pursuant to Section 2 hereof.
Restrictions on the Shares. Service Provider understands and agrees that the Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Shares or any available exemption from registration under the Securities Act, the Shares must be held indefinitely. The Service Provider agrees and acknowledges that the following legend will be placed on the back of any certificate evidencing the Shares: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS SET FORTH IN A RESTRICTED STOCK AGREEMENT WITH THIS CORPORATION, A COPY OF WHICH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE CORPORATION OR WILL BE MADE AVAILABLE UPON REQUEST.”
Restrictions on the Shares. In accordance with the terms of the certificate of designation of the Restricted Shares, the holder of any Restricted Shares will at all times be entitled to vote the Restricted Shares and to receive any dividends declared on the Trust’s Class A Cumulative Convertible Preferred Shares (the “Preferred Shares”). In addition, the holder of any Restricted Shares may transfer the shares to any affiliate of Xxxxxxxxxx subject to the forfeiture and other provisions of this Agreement. However, the holder of any Restricted Shares may not otherwise transfer, sell, assign or dispose of any of the Restricted Shares until they have vested as provided for in this Agreement; provided further, that notwithstanding whether or not some or all of the Restricted Shares have vested as provided for in this Agreement, the holder of any Restricted Shares may not transfer or sell any of the Restricted Shares until the second anniversary of the date of this Agreement. The Restricted Shares shall be converted into shares of the Trust’s common stock upon the closing of the exchange offer made to the holders of its Preferred Shares pursuant to the registration statement to be filed by the Trust (the “Exchange Offer”) pursuant to the same terms and conditions and based on the same exchange ratio as offered to the other holders of Preferred Shares; provided, however, that as long as any Preferred Shares are outstanding, the holders of Restricted Shares, in the aggregate, shall have the right to retain the exchange ratio in the Exchange Offer and will not be required to convert at the time of the Exchange Offer such number of Preferred Shares as equal 51% of the then outstanding Preferred Shares. The term “affiliate” shall have the meaning ascribed to it in Rule 12b-2 promulgated by the Securities and Exchange Commission.
Restrictions on the Shares. The Shares are not subject to any restriction on transfer imposed by the Company, except restrictions on resale of the Shares imposed pursuant to the Securities Act or applicable state securities laws and restrictions pursuant to this Agreement.
Restrictions on the Shares. The Shares shall not be sold or transferred by AutoCyte unless either (A) they first shall have been registered under the Securities Act or (B) NeoPath first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to NeoPath, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. Each certificate representing the Shares shall bear a legend substantially in the following form: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or applicable state securities laws and may not be transferred or otherwise disposed of unless and until such shares are registered under the Act and such laws or (1) registration under applicable state securities laws is not required and (2) an opinion of counsel satisfactory to the Company is furnished to the Company to the effect that registration under the Act is not required." The foregoing legend shall be removed from the certificates representing any Shares at the request of the holder thereof at such time as they become registered under the Securities Act or eligible for resale pursuant to Rule 144(k) under the Securities Act (or any successor provision). NeoPath shall be entitled to place a stop order on the Shares to ensure that transfers are made in accordance with the terms of this Agreement.
Restrictions on the Shares. 12.7.1 The parties agree not to encumber, charge or permit any liens to attach to their interest, whether legal or beneficial, in any of their shares in the Venture Company.
