RESTRICTIONS ON TRANSFER OF TWO YEAR SHARES AND PLEDGED SHARES Sample Clauses

RESTRICTIONS ON TRANSFER OF TWO YEAR SHARES AND PLEDGED SHARES. Subject to Section 5.14 and except as required pursuant to the Pledge Agreement, during the period commencing on the Closing Date and ending on the date that is seven hundred twenty-nine (729) days after the Closing Date, no Stockholder shall, directly or indirectly, offer, sell, pledge, assign or otherwise transfer or dispose of any of the Two Year Shares or the Pledged Shares issued to such Stockholder in the Merger. After the date which is seven hundred twenty-nine (729) days after the Closing Date, any Stockholder may dispose of all or any portion of the Two Year Shares or the Pledged Shares pursuant to (i) an effective registration statement covering the Two Year Shares or the Pledged Shares, as the case may be, (ii) Rule 145(d) or Rule 144 under the 1933 Act, as applicable, or (iii) another exemption from registration under the 1933 Act, the availability of which exemption shall be evidenced by an opinion of counsel, in form and content satisfactory to AppNet, to the effect that an exemption from registration is available. Each certificate representing Two Year Shares or Pledged Shares shall bear substantially the legend set out in Section 5.12(g) above and, in addition, shall bear the following legend (in addition to any legends required under applicable securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL HOLDING PERIOD AND MAY NOT BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED OR DISPOSED OF DURING THE PERIOD COMMENCING ON THE CLOSING OF THE TRANSACTIONS CONTEMPLATED IN THAT CERTAIN AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF MAY 16, 2000, AMONG THE ISSUER AND THE STOCKHOLDERS OF XXXXX XXXX & COMPANY, A DELAWARE CORPORATION, AND ENDING ON THE DATE THAT IS SEVEN HUNDRED TWENTY-NINE (729) DAYS AFTER THE CLOSING OF SUCH TRANSACTION. PRIOR TO THE EXPIRATION OF SUCH SEVEN HUNDRED TWENTY-NINE (729) DAY HOLDING PERIOD, THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, PLEDGE, ASSIGNMENT OR OTHER TRANSFER OR DISPOSITION OF ANY OF THE SHARES REPRESENTED HEREBY. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) WHEN THE HOLDING PERIOD HAS EXPIRED. The legend contained in this Section 5.12(i) shall be removed from a certificate representing Two Year Shares or Pledged Shares in connection with any sale in compliance with the terms of this Agreement and pursuant an effective Regis...
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Related to RESTRICTIONS ON TRANSFER OF TWO YEAR SHARES AND PLEDGED SHARES

  • Restrictions on Transfer of Shares No shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Optionee), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Option Agreement and, except pursuant to an Ownership Change Event, until the date on which such shares become Vested Shares, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

  • Restrictions on Transfer of Restricted Shares The Restricted Shares subject to this grant may not be assigned, exchanged, pledged, sold, transferred or otherwise disposed of by Grantee, except to the Company, until the Restricted Shares have become nonforfeitable in accordance with Sections 3, 4 and 5 hereof. The Grantee’s rights with respect to such purported transfer in violation of the provisions of this Section 2 of this Agreement shall be null and void, and the purported transferee shall obtain no rights with respect to such Restricted Shares.

  • Restriction on Transfer of Option Shares Anything in this Agreement to the contrary notwithstanding, the Optionee hereby agrees that it shall not sell, transfer by any means or otherwise dispose of the Option Shares acquired by it without registration under the 1933 Act, or in the event that they are not so registered, unless (i) an exemption from the 1933 Act registration requirements is available thereunder, and (ii) the Optionee has furnished the Company with notice of such proposed transfer and the Company’s legal counsel, in its reasonable opinion, shall deem such proposed transfer to be so exempt.

  • Restrictions on Transfer of Limited Partnership Interests (a) Subject to the provisions of 9.2(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

  • Restrictions on Transfer of Option This Agreement and the Option shall not be transferable otherwise than (a) by will or by the laws of descent and distribution or (b) by gift to any Family Member of the Optionee, and the Option shall be exercisable, during the Optionee’s lifetime, solely by the Optionee, except on account of the Optionee’s Permanent and Total Disability or death, and solely by the transferee in the case of a transfer by gift to a Family Member of the Optionee.

  • Restrictions on Transfer of Units Until the vesting of, and lapse of the restrictions applicable to, any Units and the delivery of Shares in payment therefor, Units may not be sold, transferred, pledged, exchanged, hypothecated or disposed of by you and shall not be subject to execution, attachment or similar process.

  • Restrictions on Transfer of the Warrant and Shares; Compliance with Securities Laws By acceptance of this Warrant, the Holder agrees to comply with the following:

  • Restrictions on Transfer of Stock The shares of Common Stock granted hereunder may not be sold, tendered, assigned, transferred, pledged or otherwise encumbered prior to the earliest of:

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • Restriction on Transfer of Subject Securities Subject to Section 2.3, during the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

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