Restrictions on Transfer of Executive Stock. (a) Transfer of Executive Stock. Executive will not sell, pledge, --------------------------- transfer or otherwise dispose of (a "Transfer") any interest in any shares of -------- Executive Stock, except pursuant to the provisions of Sections 4, 5(b), 6, 7 and 8 hereof.
Restrictions on Transfer of Executive Stock. Executive shall not sell, -- --------------------------------------------- pledge or otherwise transfer any interest in any Executive Stock except pursuant to: (i) a Public Sale, (ii) the provisions of paragraph 4 hereof, (iii) paragraphs 3 or 4 of the Security Holders Agreement dated April 1, 1998 as amended by and among the parties hereto and other parties, or (iv) upon the death of Executive pursuant to his or her will or the laws of descent and distribution.
Restrictions on Transfer of Executive Stock. The Executive Stock is subject to certain restrictions on transfer and certain tag-along and drag-along rights which are provided for in the Shareholders Agreement of even date herewith between the Company, Executive and certain other shareholders of the Company (the "SHAREHOLDERS AGREEMENT"), and nothing in this Agreement shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Preferred Stock or Common Stock set forth in the Purchase Agreement, in the Shareholders Agreement or in any other Agreement to which the Company is bound.
Restrictions on Transfer of Executive Stock. (a) The Unvested Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until they become Vested Shares as described in Section 2 of this Agreement. The Unvested Shares are also restricted in the sense that they may be subject to the Repurchase Option.
(b) The certificates representing the Executive Stock will bear a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A CERTAIN AMENDED AND RESTATED SENIOR MANAGEMENT AND RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY DATED AS OF [•]. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”
Restrictions on Transfer of Executive Stock. Executive shall not sell, -- --------------------------------------------- pledge or otherwise transfer any interest in any Executive Stock except pursuant to: (i) a Public Sale, (ii) the provisions of paragraph 4 hereof, (iii) sales to one or more other employees of the Company or any of its subsidiaries who agree in writing to be bound by the restrictions on Executive set forth herein, (iv) to an estate-planning trust or similar entity so long as such entity agrees in writing to be bound by the restrictions on Executive set forth herein, or (v) upon the death of Executive pursuant to his or her will or the laws of descent and distribution.
Restrictions on Transfer of Executive Stock. The Executive Stock is ------------------------------------------- subject to certain restrictions on transfer and certain tag-along and drag-along rights which are provided for in the Stockholders Agreement, and nothing in this Agreement shall be deemed to amend, modify or limit in any way the restrictions on the issuance of shares of Preferred Stock or Common Stock set forth in the Equity Purchase Agreement, in the Stockholders Agreement or in any other agreement to which the Company is bound. Except for Permitted Transfers and Transfers pursuant to the Repurchase Option, the Executive may not Transfer or cause or permit to be Transferred any Unvested Shares, and any purported Transfer in violation hereof shall be null and void.
Restrictions on Transfer of Executive Stock. (a) Transfer of Executive Stock. Executive will not sell, pledge, transfer --------------------------- or otherwise dispose of (a "Transfer") any interest in any shares of Executive -------- Stock, except (i) pursuant to the provisions of Sections 3, 4, 5(b), 8, 9, 11 (in connection with a Transfer by the Xxxx Stockholders only) or 13 hereof, (ii) pursuant to the terms of the Registration Agreement, dated as of the date hereof, by and between the Company and certain of its stockholders, (iii) pursuant to applicable laws of descent and distribution, or (iv) among Executive's Family Group; provided, that the restrictions contained in this -------- Section 5 will continue to be applicable to the shares of Executive Stock after any Transfer of the type referred to clauses (iii) or (iv) above and, as a condition to any such Transfer, the transferees of such shares of Executive Stock must agree in writing to be bound by the provisions of this Agreement. In the case of a transfer by Executive to a member of his Family Group, after such transfer Executive must continue to own at least 50% of his shares of Executive Stock originally owned by him on a fully diluted basis. Any transferee of Executive Stock pursuant to a Transfer in accordance with clause (iii) or (iv) above is herein referred to as a "Permitted Transferee." Upon the -------------------- proposed Transfer of Executive Stock pursuant to clause (iii) or (iv) above, Executive or a Permitted Transferee Transferring such Executive Stock will deliver a written notice (a "Transfer Notice") to the Company, which discloses --------------- in reasonable detail the identity of the Permitted Transferee(s). Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more transfers to one or more Permitted Transferees and then disposing of all or any portion of such party's interest in such Permitted Transferee.
Restrictions on Transfer of Executive Stock. (a) Executive Stock is transferable only pursuant to (i) a Public Sale or (ii) subject to the conditions specified in subparagraph (c) below, Rule 144A of the Securities and Exchange Commission (or any similar rule then in force) if such rule is available or any other legally available means of transfer.
(b) In connection with the transfer of any Executive Stock, Executive shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of counsel which (to the Company's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Executive Stock may be effected without registration of such Executive Stock under the Securities Act and applicable state securities laws. In addition, if Executive delivers to the Company an opinion of counsel that no subsequent transfer of such Executive Stock shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Executive Stock which do not bear the Securities Act legend set forth in Section 3. If the Company is not required to deliver new certificates for such Executive Stock not bearing such legend, Executive shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this paragraph and Section 3.
(c) Upon the request of Executive, the Company shall promptly supply to Executive or his prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.
(d) If Executive desires to transfer all or a portion of the Executive Stock (other than in a Public Sale), Executive shall deliver a written notice (the "Offer Notice") to the Company, the Other Executives and the Investors (the "Other Holders"). The Offer Notice shall disclose in reasonable detail the proposed number of shares of Executive Stock to be transferred and the proposed sale price, terms and conditions of the transfer. Each Other Holder may elect to purchase all or any portion of the Executive Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice (the "Reply Notice") of such election to the Company and each Other Holder as soon as practical but in any event within 20 days after delivery of the Off...
Restrictions on Transfer of Executive Stock. As of the Effective Time, any restrictions on the Transfer of shares of Executive Stock set forth in Section 5 of the AppNet Senior Management Agreement shall terminate.
Restrictions on Transfer of Executive Stock. (a) restrictions contained in this Section 4 will continue to be applicable to the shares of Executive Stock after any Transfer of the type referred to in clauses (iii) or (iv) above and, as a condition to any such Transfer, the transferees of such shares of Executive Stock must agree in writing to be bound by the provisions of this Agreement. In the case of a transfer by Executive to a member of his Family Group, after such transfer Executive must continue to own at least 50% of his shares of Executive Stock originally owned by him on a fully diluted basis. Any transferee of Executive Stock pursuant to a Transfer in accordance with clause (iii) or (iv) above is herein referred to as a "Permitted --------- Transferee." Upon the proposed Transfer of Executive Stock pursuant to clause ---------- (iii) or (iv) above, Executive or a Permitted Transferee Transferring such Executive Stock will deliver a written notice (a "Transfer Notice") to the --------------- Company, which discloses in reasonable detail the identity of the Permitted Transferee(s). Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more transfers to one or more Permitted Transferees and then disposing of all or any portion of such party's interest in any such Permitted Transferee.
