Restrictions on Transfer of the Shares. The Shares subject to this agreement may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of, except to the Company, and shall remain the sole property of and subject to the Trust until they have become nonforfeitable in accordance with Section 3 hereof and for so long thereafter as may be required under the terms of the Deferred Compensation Plan and the Trust. Any purported transfer, encumbrance or other disposition of the Shares covered by this agreement that is in violation of this Section 2 shall be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Shares covered by this agreement. The Company may waive the restrictions set forth in this Section 2 (but not in the Deferred Compensation Plan or the Trust) with respect to all or any portion of the Shares covered by this agreement.
Restrictions on Transfer of the Shares a. For as long as Warner is an employee of the Company or any Associated Company (as that term is used in the Employment Agreement that is described in Section 16 of this Option Agreement), Warner shall not transfer any Shares to any person or entity other than the Company, unless such shares shall have been registered pursuant to a Public Offering.
Restrictions on Transfer of the Shares a. For as long as Xxxxx is an employee of the Company or any Associated Company (as that term is used in the Employment Agreement that is described in Section 16 of this Option Agreement), Xxxxx shall not transfer any Shares to any person or entity other than the Company, unless such shares shall have been registered pursuant to a Public Offering.
Restrictions on Transfer of the Shares a. For as long as Fowlxx xx an employee of the Company or any Associated Company (as that term is used in the Executive Employment Agreement that is described in Section 14 of this Option Agreement), Fowlxx xxxll not transfer any Shares to any person or entity other than PCI, unless such shares shall have been registered pursuant to a Public Offering. b. After Fowlxx xx no longer an employee of the Company or any Associated Company and provided further that such shares shall not have been registered pursuant to a Public Offering, Fowlxx xxxll not sell, encumber, pledge, transfer, hypothecate, assign or otherwise dispose of any of the Shares until Fowlxx xxxll C-2 12 have first offered to sell such Shares to the Company (the "Offer") in accordance with the following provisions. c. The Offer made pursuant to Subsection (b) above shall be in writing, and shall state that Fowlxx xxxers to sell to the Company a specified number of the Shares owned by Fowlxx. Xxr every Offer of the shares pursuant to Subsection (b) above, the Company shall have a period of fifteen (15) days from the time of receiving the Offer to accept it; such acceptance shall be in writing and shall be sent to Fowlxx. d. The purchase price of any of the Shares sold pursuant to the provisions of Subsection (b) above shall be equal to the price offered to Fowlxx xxx such shares by a bona fide third party purchaser, as evidenced by a written offer to purchase executed by such third party. The purchase price shall be paid to Fowlxx xx cash within fifteen (15) days of the Company's acceptance of the Offer. If any of the Shares which are offered for purchase pursuant to the provisions of Subsection (c) above are not accepted for purchase by the Company within the time limitations described in Subsection (c), Fowlxx xxx transfer such shares to such bona fide third party purchaser in accordance with the terms of such purchaser's offer to purchase referred to in this Subsection (d). e. As a condition to the transfer of any of the shares issued pursuant to this Option Agreement, the Company may require an opinion of Counsel, reasonably satisfactory to the Company, to the effect that such transfer will not be in violation of the Securities Act of 1933, as amended (such Act, or any similar Federal statute then in effect, being hereinafter referred to as the "Act"), or any other applicable securities laws, rules or regulations, or that such transfer has been registered under Federal and all other applicab...
Restrictions on Transfer of the Shares. For a period of [***] from the date of this Agreement, GSK shall not offer, sell, contract to sell, grant any option to purchase, assign, transfer, pledge or otherwise dispose of any Shares (other than a transfer of the Shares by GSK to any of its Affiliates (as defined in the Asset Purchase Agreement), provided, however, that GSK shall cause any such party to agree in writing to be subject to the terms, provisions and conditions of this Agreement, including, but not limited to, Sections 7, 8 and 9, to the same extent as GSK hereunder).
Restrictions on Transfer of the Shares. (a) Opinion of Counsel. The Investor acknowledges that there are restrictions on the transferability of the Shares. Since the Shares are not registered under the Securities Act or applicable state securities laws, the Investor acknowledges and agrees that it shall have no right at any time to sell, transfer, assign, pledge or otherwise dispose of or encumber the Shares, unless, subject to compliance with the provisions of Section 12(b) below, the Fund, if it so requests, shall first have been provided with (i) a subscription agreement or similar document executed by the proposed transferee containing representations, warranties and agreements substantially similar to the representations, warranties and agreements contained in this Subscription Agreement and (ii) an opinion of counsel satisfactory to the Fund that such transfer is exempt from registration under the Securities Act and any applicable state securities laws and would not violate the provisions of the Fund’s Charter.
Restrictions on Transfer of the Shares. Except for the redemption -------------------------------------- rights described in Article V hereof, no Shareholder shall be entitled to sell, pledge, hypothecate, or otherwise transfer any portion of such Shareholder's Shares. Notwithstanding the foregoing, a Shareholder shall be entitled to pledge all or any potion of such Shareholder's Shares with the prior written consent of the Trustees, which may be withheld if such pledge would violate, in the Trustees' sole discretion, any provision of the Securities Act or any other applicable securities law or regulation.
Restrictions on Transfer of the Shares. With respect to any disposition of the Shares in the future, the Purchaser represents and acknowledges that the Shares have not been registered under the Act or any Blue Sky Laws and that, consequently, the Shares must be held indefinitely unless subsequently registered under the Act and such Blue Sky Laws for sale or disposition or unless a sale or disposition may be made without registration under the Act and such Blue Sky Laws. The Purchaser hereby agrees that the Shares shall not be sold, transferred, pledged or hypothecated unless there is furnished an opinion in form and substance satisfactory to EqualNet of counsel satisfactory to EqualNet that registration of such Shares under the Act and such Blue Sky Laws is not required, and that the certificate evidencing such Shares shall bear a legend in substantially the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND NO INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED." In addition, the Purchaser hereby agrees that, if EqualNet maintains its own transfer records relating to the Shares, a notation consistent with such legend may be made in such transfer records restricting any such sale, transfer, pledge or hypothecation or, if such transfer records are maintained by a transfer agent, EqualNet may issue stop transfer instructions to such transfer agent. The foregoing restrictions and related legend provisions shall remain in effect until, in the opinion of counsel satisfactory to EqualNet, they are no longer required.
Restrictions on Transfer of the Shares a. For as long as Szmyx xx an employee of the Company or any Associated Company (as that term is used in the Employment Agreement that is described in Section 16 of this Option Agreement), Szmyx xxxll not transfer any Shares to any person or entity other than the Company, unless such shares shall have been registered pursuant to a Public Offering.
Restrictions on Transfer of the Shares. (a) Holders may only transfer, sell or distribute the Shares pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 promulgated under the Securities Act if such rule is available, or (iii) any other legally available means of transfer, subject to the conditions specified in this Section 6.
