Restrictions on Transfer of Stock. All shares of Conversion Stock which are purchased by Persons other than Directors and Officers shall be transferable without restriction, except in connection with a transaction proscribed by Section 16 of this Plan. Shares of Conversion Stock purchased by Directors and Officers of the Holding Company and the Bank on original issue from the Holding Company (by subscription or otherwise) shall be subject to the restriction that such shares shall not be sold or otherwise disposed of for value for a period of one year following the date of purchase, except for any disposition of such shares following the death of the original purchaser or pursuant to any merger or similar transaction approved by the OTS. The shares of Conversion Stock issued by the Holding Company to Directors and Officers shall bear the following legend giving appropriate notice of such one-year restriction: “The shares of stock evidenced by this Certificate are restricted as to transfer for a period of one year from the date of this Certificate pursuant to Part 563b of the Rules and Regulations of the Office of Thrift Supervision. These shares may not be transferred during such one-year period without a legal opinion of counsel for the Company that said transfer is permissible under the provisions of applicable law and regulation. This restrictive legend shall be deemed null and void after one year from the date of this Certificate.” In addition, the Holding Company shall give appropriate instructions to the transfer agent for the Holding Company Common Stock with respect to the applicable restrictions relating to the transfer of restricted stock. Any shares issued at a later date as a stock dividend, stock split or otherwise with respect to any such restricted stock shall be subject to the same holding period restrictions as may then be applicable to such restricted stock. The foregoing restriction on transfer shall be in addition to any restrictions on transfer that may be imposed by federal and state securities laws.
Restrictions on Transfer of Stock. The Stock subject to this Agreement may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee, except to the Company, unless and until it has become vested and nonforfeitable in accordance with Section 3 hereof; provided, however, that the Grantee’s interest in the Stock covered by this Agreement may be transferred at any time by will or the laws of descent and distribution. Any purported transfer, encumbrance or other disposition of the Stock covered by this Agreement that is in violation of this Section 2 will be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Stock covered by this Agreement. When and as permitted by the Plan, the Company may waive the restrictions set forth in this Section 2 with respect to all or any portion of the Stock covered by this Agreement.
Restrictions on Transfer of Stock. (a) No Holder shall, directly or indirectly, Transfer any Stock in a manner that violates the provisions of this Agreement or any applicable federal or state securities laws. Any Transfer of shares of Stock in violation of this Agreement shall be void and of no effect for all purposes.
(b) Except for a Special Transfer, no Holder shall directly or indirectly Transfer any shares of Stock: (i) without the prior written consent of the Board prior to the second anniversary of the date hereof; or (ii) to a competitor of the Company. The Board's good faith, reasonable determination of whether a person is a competitor of the Company shall be binding and conclusive. Except for a Special Transfer, no Holder shall Transfer any shares of Stock if such Transfer would require the Company to register any class of its securities under the 1934 Act.
(c) Subject to Sections 3(a), 3(b) and 3(d), a Holder shall be permitted to Transfer any of such Holder's shares of Stock to any member of the Stockholder Family Group without compliance with Section 5.
(d) Except for a Transfer under Sections 6 or 7, or a public sale permitted under Section 8 after an Initial Public Offering, no Holder shall Transfer any shares of Stock unless, on or prior to such Transfer: (i) the transferee executes and delivers to the Company a Joinder substantially in the form attached hereto as Exhibit A and becomes bound by all the terms of this Agreement; (ii) if the transferee is married, the transferee's spouse executes and delivers a Consent of Spouse substantially in the form attached hereto as Exhibit B and (iii) the transferor furnishes to the Company an opinion of counsel (in form and substance reasonably satisfactory to the Company) that such Transfer may be made without registration under the 1933 Act and applicable state securities laws.
(e) In addition to any other legends that the Company determines are advisable or necessary, all certificates representing shares of Stock shall bear a legend substantially in the form set forth below: NOTICE IS HEREBY GIVEN THAT 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 or any non-U.S. jurisdiction. The securities cannot be offered, sold, transferred or otherwise disposed of except (i) pursuant to an effective registration statement or amendment thereto under such Act and any other applicable laws or (ii) pursuant to an exempti...
Restrictions on Transfer of Stock. Shares of Stock tendered under this Award Agreement may be subject to any stock transfer orders and other restrictions that the Committee believes to be advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any exchange, market or other quotation system on or through which the Company’s securities are then traded, or any applicable federal or state securities law. The Committee may cause a legend or legends to be placed on any certificates issued under this Award Agreement to make appropriate reference to any restrictions.
Restrictions on Transfer of Stock. The Awarded Shares shall be subject to any restrictions then in effect pursuant to the certificate of incorporation or by-laws of the Issuer and to any other restrictions or provisions attached hereto and made a part hereof or set forth in any other contract or agreement binding on the Executive.
Restrictions on Transfer of Stock. The Stock subject to this Agreement may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee, except to the Company, unless and until it has become vested in accordance with Section 3 or, with respect to Stock subject to a Deferral Election, as otherwise provided by the Rabbi Trust Agreement and the Deferred Compensation Plan; provided, however, that the Grantee’s interest in the Stock covered by this Agreement may be transferred at any time by will or the laws of descent and distribution. Any purported transfer, encumbrance or other disposition of the Stock covered by this Agreement that is in violation of this Section 2 will be null and void, and the other party to any such purported transaction will not obtain any rights to or interest in the Stock covered by this Agreement. When and as permitted by the Plan, the Company may waive the restrictions set forth in this Section 2 with respect to all or any portion of the Stock covered by this Agreement.
Restrictions on Transfer of Stock. The Stock subject to this Agreement, other than Stock subject to a Deferral Election, is not subject to any restrictions on transfer. Restrictions on the transfer of Stock subject to a Deferral Election shall be set forth in the Deferral Election, the Rabbi Trust Agreement or the Deferred Compensation Plan.
Restrictions on Transfer of Stock. The Optionee shall not Transfer shares of Option Stock received by the Optionee (or any interest or right in such shares) except: (a) to the
Restrictions on Transfer of Stock. The Stock subject to this Agreement may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee, except to the Corporation, until it has become vested in accordance with Section 3; provided, however, that the Grantee's interest in the Stock covered by this Agreement may be transferred at any time by will or the laws of descent and distribution. Any purported transfer, encumbrance or other disposition of the Stock covered by this Agreement that is in violation of this Section will be null and void, and the other party to any such purported transaction will not obtain any rights to or interest in the Stock covered by this Agreement. When and as permitted by the Plan, the Corporation may waive the restrictions set forth in this Section with respect to all or any portion of the Stock covered by this Agreement.
Restrictions on Transfer of Stock. The Grantee shall not transfer shares of Stock received by the Grantee (or any interest or right in such shares) except: (a) to the Company; (b) pursuant to a registration statement filed pursuant to the Securities Act or, at any time after an initial public offering of the Company, pursuant to Rule 144 under the Securities Act in an unsolicited brokerage transaction to the public; (c) following his death, by will or intestacy to the Grantee’s beneficiary, legal representative, heir or legatee; (d) as a gift or gifts during the Grantee’s lifetime to the Grantee’s spouse, children or grandchildren, or to a trust, partnership or other legal entity for the benefit of, or in which the only partners or members are, the Grantee and/or any of the foregoing, provided that the donee of such shares agrees to be bound by the provisions of this Agreement; or (e) pursuant to Section 8 of this Agreement. Additionally, any shares of Stock received by the Grantee or any other person entitled to exercise the Option under Section 2(g) hereof upon exercise of the Option (or any interest or right in such shares) cannot be transferred in any manner except as permitted by the bylaws of the Company and any other agreements (e.g., stockholders agreement) to which the Grantee is a party.
