RESTRICTIONS ON TRANSFER OF VAIL BANKS COMMON STOCK Sample Clauses

RESTRICTIONS ON TRANSFER OF VAIL BANKS COMMON STOCK. In the --------------------------------------------------- event that an IPO is completed by Vail Banks immediately before or contemporaneously with the Closing, the Company agrees to use its best efforts to cause each Company Shareholder, to the extent and for the period required by the underwriters in connection with the IPO, to agree not to sell, assign, exchange, transfer, or otherwise dispose of (A) any shares of Vail Banks Common Stock received by any Company Shareholder in the Merger or (B) any interest in (including any option to buy or sell unless such option is not exercisable until after expiration of the Restricted Period) any of those shares of Vail Banks Common Stock, in whole or in part.

RESTRICTIONS ON TRANSFER OF VAIL BANKS COMMON STOCK. The --------------------------------------------------- Company shall cause each Company Shareholder, severally and not jointly with any other person, (i) to acknowledge that the shares of Vail Banks Common Stock to be delivered to that Company Shareholder pursuant to Section 1.2 have not been, and will not be, registered under the Securities Act, and therefore may not be resold by that Company Shareholder without being in compliance with the Securities Act or an exemption thereof, and (ii) covenant that none of the shares of Vail Banks Common Stock issued to that Company Shareholder pursuant to Section 1.2 will be offered, sold, assigned, transferred or otherwise disposed of except upon full compliance with all the applicable provisions of the Securities Act and the rules and regulations of the Securities and Exchange Commission and applicable state securities laws and regulations, and (iii) to execute and be bound by the provisions of that Shareholders' Agreement between Vail Banks and each owner of the capital stock of Vail Banks, dated February 26, 1997, as thereafter or hereafter amended. All certificates evidencing shares of Vail Banks Common Stock issued pursuant to Section 1.2 will bear substantially the following legend: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, HAVE BEEN ISSUED PURSUANT TO AND UNDER ONE OR MORE EXEMPTIONS THERETO, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, OR DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. TRANSFER OF ANY OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND ENTITLED TO THE BENEFITS OF THAT CERTAIN SHAREHOLDERS' AGREEMENT, DATED AS OF FEBRUARY 26, 1997, BY AND AMONG VAIL BANKS, INC. AND ITS SHAREHOLDERS, A COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF VAIL BANKS, INC. In addition, certificates evidencing shares of Vail Banks Common Stock issued pursuant to Section 1.2 to each Company Shareholder will bear any legend required by the securities or blue sky laws of the state in which that Company Shareholder resides.