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.
b. After Warner is 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, Warner shall not sell, encumber, pledge, transfer, hypothecate, assign or otherwise dispose of any of the Shares until Warner shall 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 Warner offers to sell to the Company a specified number of the Shares owned by Warner. For 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 Warner.
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 Warner for 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 Warner in 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), Warner may 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 applicable securi...
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.
b. After Warner is 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, Warner shall not sell, encumber, pledge, transfer, hypothecate, assign or otherwise dispose of any of the Shares until Warner shall 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 Warner offers to sell to the Company a specified number of the Shares owned by Warner. For 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 Warner.
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. Except for the escrow -------------------------------------- described in Section 9 hereunder, or transfer of the Shares to the Company or its assignee or designee upon exercise of its Repurchase Right, none of the Purchased Shares nor any beneficial interest therein shall be sold, transferred, assigned, pledged, encumbered or otherwise disposed of in any way until the release of such Shares from the Company's Repurchase Right in accordance with the provisions of this Stock Purchase Agreement. Notwithstanding the foregoing, the transfer of any or all of the Purchased Shares during Executive's lifetime or on Executive's death by will or intestacy, or such a transfer to a member or members of Executive's Immediate Family shall be exempt from the provisions of this Section, provided that Executive notifies the Company in writing within thirty (30) days of such transfer. An "Immediate Family" member shall mean a parent, sibling, spouse or issue, spouses of such issue and any trust for the benefit of, or the legal representative of, any of the preceding persons and/or Executive, or any partnership substantially all of the partners of which are one or more of such persons or Executive or any limited liability company substantially all of the members of which are one or more of such persons or Executive. The terms of this Stock Purchase Agreement shall be binding on and shall inure to the benefit of, any valid transferee under these provisions. The Company shall not be required to (a) transfer on its books any Shares that have been transferred or pledged in violation of any of the provisions of this Stock Purchase Agreement or (b) to treat as owner of such Shares or to accord the rights of a stockholder to any transferee or pledgee to whom such shares shall have been so transferred or pledged. Any such attempted transfer or pledge shall be void.
Restrictions on Transfer of the Shares. 7.1 No assignment or transfer of a Certificate (a “Transfer”) shall be effective unless (a) consented to by the Trustee, (b) the transferee has executed a written instrument, in a form satisfactory to the Trustee, agreeing to be bound by the terms and conditions of this Agreement, and (c) the Trustee has received from the transferee evidence which, in the Trustee’s sole discretion, demonstrates that all securities laws have been complied with concerning such Transfer. A proper Transfer shall vest in the transferee all rights of the transferor and shall subject the transferee to the same limitations as those imposed upon the transferor by the terms of the subject Certificate and this Agreement. Upon any proper Transfer, the Trustee shall, upon receipt of a duly endorsed Certificate, deliver a new Certificate to the transferee for the number of shares represented by the Certificate so transferred.
7.2 If a Certificate is lost, stolen, mutilated or destroyed, the Trustee shall issue a duplicate of such Certificate upon receiving (a) satisfactory evidence that the Certificate was lost, stolen, mutilated or destroyed, (b) the existing Certificate, if mutilated, (c) indemnity satisfactory to the Trustee, and (d) the fees and expenses incurred or to be incurred in connection with the issuance.
7.3 The Trustee may treat the registered holder of each Certificate (or when presented duly endorsed in blank for transfer, the bearer thereof) as the absolute owner and holder of such Certificate and of all the rights and interests represented thereby, and the Trustee shall not be bound or affected by any notice to the contrary.
7.4 Upon any Transfer after which transferred Shares are, pursuant to the provisions of this Agreement, no longer subject to this Agreement, World shall, upon surrender of Trust Certificates representing such Shares, issue stock certificates representing such transferred Shares, clear of any legend or notice with respect to this Agreement.
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.
Restrictions on Transfer of the Shares a. For as long as Frelas is 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 Agreement), Frelas shall not transfer any Shares to any person or entity other than WCCI.
