Restrictions on Transferability of Securities Compliance With Securities Act. 8.1 Restrictions on Transferability. The Securities shall not be transferable in the absence of a registration under the Securities Act or an exemption therefrom. The Company shall be entitled to give stop transfer instructions to its transfer agent with respect to the Securities in order to enforce the foregoing restrictions.
Restrictions on Transferability of Securities Compliance With Securities Act. 6.1 Definition. As used in this Article VI, the term "Holder" shall mean KNE and any other party holding certificates representing shares of the TBI Preferred Stock or the TBI Common Stock or any other securities of TBI issued in connection therewith or in respect thereof.
Restrictions on Transferability of Securities Compliance With Securities Act. 8.1 Restrictions on Transferability. In addition to the restrictions ------------------------------- set forth in Section 8.2, Purchaser agrees that all offers and sales of the Note and the Conversion Stock prior to the expiration of a period commencing on the Closing Date and ending one year thereafter shall not be made to U.S. Persons or for the account or benefit of any U.S. Person and shall otherwise be made in compliance with Regulation S. Purchaser will cause any proposed purchaser, assignee, transferee, or pledgee of the Note or the Conversion Stock held by such Purchaser to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 8.
Restrictions on Transferability of Securities Compliance With Securities Act. 2.1 Restrictions on Transferability. The Preferred Stock and the Common Stock shall not be transferable except pursuant to an effective registration statement under the Securities Act, in compliance with Rule 144 or pursuant to an effective exemption from registration under the Securities Act and any applicable state securities laws, or upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act, or, in the case of Section 2.12 hereof, an orderly distribution of such securities. Until such time as the restrictive legend set forth in Section 2.2 is no longer required to be placed on the Restricted Securities, each Investor, ME Common Holder and Key Holder will cause any proposed transferee of the Preferred Stock and the Common Stock held by such Investor, ME Common Holder or Key Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2 (including the “market stand-off provisions of Section 2.12). Notwithstanding the foregoing, no such restriction shall apply to a transfer (each, an “Exempted Transfer”) by an Investor, ME Common Holder or Key Holder that is (A) a partnership transferring to its partners, former partners or estates of former partners in accordance with partnership interests, (B) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Investor, (C) a limited liability company transferring to its members, former members or estates of former members in accordance with their interest in the limited liability company, (D) a venture capital or other private investment fund transferring to a venture capital or other private investment fund that is an Affiliate thereof, or (E) an individual transferring by gift to such person’s Immediate Family Members or trust for the benefit of such person or his Immediate Family Member(s); provided, that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he or she were an original Investor or Key Holder, as applicable, hereunder.
Restrictions on Transferability of Securities Compliance With Securities Act. 9.12.1. This Note shall not be transferable except upon compliance with the provisions of the Securities Act and the state securities and Blue Sky laws.
9.12.2. This Note and the Shares into which it can be converted or any other note issued in replacement of this Note, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SALE OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN MAY BE TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR SUCH LAWS AND THE RULES AND REGULATIONS THEREUNDER.
Restrictions on Transferability of Securities Compliance With Securities Act. RESTRICTIONS ON TRANSFERABILITY. None of the Shares, the Conversion Shares, the Warrants or the Warrant Shares shall be transferable, except upon the conditions specified in this Section 9, which conditions are intended to insure compliance with the provisions of the Securities Act or, in the case of Section 9.15 hereof, to assist in an orderly distribution of the Company's securities. Each Purchaser will cause any proposed transferee of Shares, Conversion Shares, Warrants or Warrant Shares held by such Purchaser to agree to take and hold those securities subject to the provisions and upon the conditions specified in this Section 9.
Restrictions on Transferability of Securities Compliance With Securities Act. (a) Restrictions on Transferability. This Note and the Note Shares shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Section 9, which conditions are intended to ensure compliance with the provisions of the Securities Act. The Holder will cause any proposed purchaser, assignee, transferee, or pledgee of this Note or the Note Shares held by the Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 9.
Restrictions on Transferability of Securities Compliance With Securities Act. 8.1 Restrictions on Transferability. The Convertible Preferred and the Common Stock issuable upon conversion of the
Restrictions on Transferability of Securities Compliance With Securities Act. Registration Rights
Restrictions on Transferability of Securities Compliance With Securities Act. (a) Restrictions on Transferability. None of the Securities shall be sold, assigned, transferred or pledged except upon the conditions specified in this section, which conditions are intended to ensure compliance with the Securities Act. Each Purchaser will cause any proposed purchaser, assignee, transferee, or pledgee of any of the Securities to agree to take and hold such Securities subject to the provisions and upon the conditions specified in this section.
