Restrictions on Transferability of Securities. Compliance with -------------------------------------------------------------- Securities Act. --------------
Restrictions on Transferability of Securities. 21 Section 8.1
Restrictions on Transferability of Securities. Except as set forth in this Section 9, the Present Shareholders and the Purchaser agree not to sell or transfer any of their shares and rights in the Company to a third party. This Section 9 will terminate upon the initial offering of the Company's shares to the public.
9.1 For the purpose of this Section 9, the shareholders, the Purchaser and the Other Purchasers will be regarded as the following Groups:
(a) Zisapel Group - Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx, the Trust and RAD Data Communications Ltd.
(b) Clal Group - Clal Venture Capital LP, ECI Telecom Ltd.
(c) Finovelec Group - Finovelec, Factory Systemes, Houston Venture Partners Ltd.
(d) Capital Group - Xxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxxxx, W.S.P. Capital
(e) Maritime Group - Lerosh Investments Ltd., Gevahim Investments House Limited Ltd., Xx. Xxxx Xxxxxxxxx, Permal Emerging Growth V Ltd., Maritime-Julex Investment Ltd., Xx. Xxxxxx Xxxxxx and Xx. Xxx Xxx.
9.2 Group Members are entitled to transfer shares among themselves for consideration or without consideration without any restrictions.
9.3 Except as set forth in sections 9.9, 9.10 and 9.11 hereinbelow, any shareholder who shall elect to transfer (hereinafter "Seller") all or part of his shares, not in accordance with subsection 9.2 (hereinafter "Offered Shares") shall offer them first to the other registered shareholders of the Company at that time (hereinafter "Offerees") on a pro rata basis based on their share in the share capital of the Company.
9.4 In the event any such Offeree fails to exercise his right to purchase his Offered Shares within forty-five (45) days from the date the offer is made, then the Seller shall have the right to offer the Offered Shares to a third party at the same price and upon the same terms of sale as those offered to the other shareholders under section 9.3 and provided that said third party shall undertake all of Seller's obligations under this Agreement. (Such third party to be called hereunder, the "Transferee"). In the event that the shares are not sold to said party within six (6) months as of the offer to such said third party, then Section
Restrictions on Transferability of Securities. (a) This Warrant and the Warrant Shares issuable upon exercise of this Warrant (the “Securities”) shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Section.
(b) Each Holder agrees to comply in all respects with the provisions of this Warrant. Such Holder agrees not to make any disposition of all or any portion of the Securities unless and until (X) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering such proposed disposition and such disposition is made in accordance with such registration statement or (Y) such Holder shall have notified the Company of the proposed disposition, and if reasonably requested by the Company, such holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company that such disposition will not require registration of such shares under the Securities Act. Notwithstanding the foregoing, no registration statement or opinion of counsel shall be necessary for a transfer by a Holder (i) to a fund, partnership, limited liability company or other entity that is affiliated with such transferring Holder, (ii) to a partner or member (or retired partner or member) of such transferring holder, or to the estate of any such partner or member (or retired partner or member), (iii) to such transferring Holder’s spouse, siblings, lineal descendants or ancestors by gift, will or intestate succession or (iv) in compliance with Rule 144 (or any successor provision) of the Securities Act so long as the Company is furnished with satisfactory evidence of compliance with such rule; provided, however, that, in the case of (i), (ii) or (iii), the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original holder hereunder.
Restrictions on Transferability of Securities. SECTION 5.01 General SECTION 5.02 Improper Sale or Encumbrance SECTION 5.03 Restrictive Legends SECTION 5.04 Sales of Significant Interests
Restrictions on Transferability of Securities. COMPLIANCE WITH SECURITIES ACT; REGISTRATION RIGHTS ---------------------------------------------------
Restrictions on Transferability of Securities. DBSI hereby agrees that certificates evidencing the Securities, if any, being accepted by him shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION. DBSI acknowledges that the Securities are not registered under the 1933 Act and that under the 1933 Act, the Securities must be held unless they are subsequently registered under the 1933 Act or unless an exemption from registration is available with respect to any proposed transfer or disposition of the Securities.
Restrictions on Transferability of Securities. The certificate evidencing the Securities shall be stamped or otherwise imprinted with a conspicuous legend in substantially the following form: The Shares represented by this certificate have not been registered under the Securities Act of 1933 or under any state law and, except pursuant to an effective registration statement under such Act and other laws, may not be offered, sold, transferred, or otherwise disposed of without an opinion of counsel, satisfactory to the Company, that such disposition may be made without such registration. Investor acknowledges that the Securities are not, and the Company has no obligation to cause them to be, registered under the Act. Investor acknowledges that the Company has not agreed to register the Securities for distribution in accordance with the provisions of the Act or the State Acts, and that the Company has not agreed to comply with any exemption under the Act or the State Acts for the resale of the Securities. Hence, Investor acknowledges that by virtue of the provisions of certain rules respecting “restricted securities” promulgated under the Act, the Securities must be held by Investor unless and until subsequently registered under the Act and/or the State Acts or unless an exemption from such registration is available, in which case Investor may still be limited as to the amount of the Securities that may be sold.
Restrictions on Transferability of Securities. 16 Section 8.1. Restrictions on Transferability . . . 16 Section 8.2.
Restrictions on Transferability of Securities. Except as set forth in this Section 9, Purchaser agrees not to sell or transfer any of its shares and rights in the Company to a third party. This Section 9 will terminate upon the IPO.
