Restrictions on Transfer of Voting Stock Sample Clauses

Restrictions on Transfer of Voting Stock. (a) The Investor shall not, directly or indirectly, sell or transfer any Voting Stock of the Company except (i) to the Company or any person or group approved in writing by the Company; or (ii) to any Affiliated Transferee, so long as such Affiliated Transferee agrees to hold such Voting Stock subject to all the provisions of this Agreement, including this Section 10.3, and agrees to transfer such Voting Stock to the Investor or another Affiliated Transferee of the Investor if it ceases to be of the Investor; or (iii) pursuant to a bona fide public offering registered under the Securities Act (which shall be structured to distribute such shares or rights through an underwriter or otherwise in such a manner as should not result in a sale or sales of beneficial ownership of Voting Stock with aggregate voting power of 10% or more of the Total Voting Power of the Company then in effect being transferred to a single person or group); or (iv) into the public market pursuant to SEC Rule 144 (including Section (k) of SEC Rule 144 or a successor rule) under the Securities Act (which shall be structured to distribute such shares or rights through an underwriter or otherwise in such a manner as should not result in a sale or sales of beneficial ownership of Voting Stock with aggregate voting power of 10% or more of the Total Voting Power of the Company then in effect being transferred to a single person or group); or (v) subject to the Company's right of first refusal as set forth in Section 12.1 hereof, in transactions not otherwise described herein so long as such transactions do not, directly or indirectly, result, to the knowledge of Investor, in any single person or group owning or having the right to acquire Voting Stock with aggregate voting power of 10% or more of the Total Voting Power of the Company then in effect, and provided Investor shall not sell Voting Stock to an entity which is an existing customer (defined as an entity which has ordered a product from the Company), or a prospective customer (defined as an entity with which the Company has had bona fide discussions in the prior twelve (12) months regarding purchase of a product from the Company), or a competitor of the Company without the written consent of the Company; or (vi) pursuant to a bona fide pledge of such Voting Stock to an institutional lender to secure a loan, guarantee or other financial support, provided that such lender agrees to hold such Voting Stock subject to all provisions of th...
Sample 1
AutoNDA by SimpleDocs
Restrictions on Transfer of Voting Stock. (a) The Purchaser shall not, directly or indirectly, sell or transfer any Voting Stock for a period of two years commencing with the Closing Date.
Sample 1
Restrictions on Transfer of Voting Stock. 2.1.1. Philips shall not, directly or indirectly, sell, assign, pledge, hypothecate or otherwise transfer any shares of the Closing Common Stock (or any right, title or interest therein) for a period of one year following the date hereof.
Sample 1
Restrictions on Transfer of Voting Stock. (a) The Investor (or any Affiliated Entity or Affiliated Transferee or other person to whom the Voting Stock of the Company has been sold or transferred as permitted by this Section) shall not, directly or indirectly, sell or transfer any Voting Stock of the Company except (i) to the Company or any person or group approved in writing by the Company; or (ii) to any Affiliated Transferee, so long as such Affiliated Transferee agrees to hold such Voting Stock subject to all the provisions of this Agreement, including this Section 10.3; or (iii) pursuant to a bona fide public offering registered under the Securities Act (which shall be structured to distribute such shares or rights through an underwriter or otherwise in such a manner as should not result in a sale or sales of beneficial ownership of Voting Stock with aggregate voting power of 10% or more of the Total Voting Power of the Company then in effect being transferred to a single person or group), or (iv) into the public market pursuant to SEC Rule 144 (including Section (k) of SEC Rule 144 or a successor rule) under the Securities Act (which shall be structured to distribute such shares or rights through an underwriter or otherwise in such a manner as should not result in a sale or sales of beneficial ownership of Voting Stock with aggregate voting power of 10% or more of the Total Voting Power of the Company then in effect being transferred to a single person or group); or (v) in transactions not otherwise described herein so long as such transactions do not, directly or indirectly, result, to the knowledge of Investor, in any single person or group owning or having the right to acquire Voting Stock with aggregate voting power of 10% or more of the Total Voting Power of the Company then in effect, and provided Investor shall not sell Voting Stock to any entity which is an existing customer (defined as an entity which has ordered a product from the Company), or a prospective customer (defined as an entity with which the Company has had bona fide discussions in the prior twelve (12) months regarding purchase of a product from the Company), or a competitor of the Company without the written consent of the Company; or (vi) pursuant to a bona fide pledge of such Voting Stock to an institutional lender to secure a loan, guarantee or other financial support, provided that such lender agrees to hold such Voting Stock subject to all provisions of this Agreement and any sale or disposition by such lender of s...
Sample 1

Related to Restrictions on Transfer of Voting Stock

  • 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 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 Voting Rights During the Voting Period, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.

  • Restrictions on Transfer of RSUs Subject to Section 15 of the Plan, neither the RSUs evidenced hereby nor any interest therein or in the Common Stock underlying such RSUs shall be transferable prior to payment to the Grantee pursuant to Section 5 hereof other than by will or pursuant to the laws of descent and distribution.

  • 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 Transfers of Shares Anything contained in this AGREEMENT or elsewhere to the contrary notwithstanding, the COMPANY may postpone the issuance and delivery of SHARES of the COMPANY upon any settlement of the AWARD until completion of any stock exchange listing or registration or other qualification of such SHARES under any state, federal or foreign law, rule or regulation as the COMPANY may consider appropriate; and may require PARTICIPANT in connection with the issuance of the SHARES to make such representations and furnish such information as the COMPANY may consider appropriate in connection with the issuance of the SHARES in compliance with applicable laws, rules and regulations. SHARES of the COMPANY issued and delivered upon settlement of the AWARD shall be subject to such restrictions on trading, including appropriate legending of certificates to that effect, as the COMPANY, in its discretion, shall determine are necessary to satisfy applicable laws, rules and regulations.

  • 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 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.

  • Restrictions on Transfer of Award This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

  • Restrictions on Transfers (a) Except as provided in Section 4.8(e), notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed). The Partnership may issue stop transfer instructions to any Transfer Agent in order to implement any restriction on transfer contemplated by this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.