Restrictions on Transferability of Shares. The undersigned hereby ------------------------------------------- agrees that the securities being purchased by him and any agreement or certificate evidencing such securities shall be stamped or otherwise imprinted with a conspicuous legend in substantially the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933 or any state securities act. The securities have been acquired for investment and may not be sold, transferred, pledged or hypothecated unless (i) they shall have been registered under the Securities Act of 1933 and any applicable state securities act, or (ii) the corporation shall have been furnished with an opinion of counsel, satisfactory to counsel for the corporation, that registration is not required under any such acts."
Restrictions on Transferability of Shares. PDS understands that the Shares may be considered to be securities and the Shares are not, and will not be, registered under the securities laws, in reliance upon exemptions from registration for nonpublic offerings. Therefore, Shares may only be sold, pledged, hypothecated, or otherwise transferred (with or without consideration) upon the conditions specified in this paragraph, or as otherwise agreed to by the Company. No assignment of any Shares shall be effective if the assignment would violate the provisions of the securities laws. If the Company so requires, no assignment shall be effective unless PDS, as transferor, deliver an opinion of counsel to the Company, which opinion must be satisfactory to the Company in all respects, to the effect that such transfer will not violate the securities laws.
Restrictions on Transferability of Shares. 2.6.1 Buyer acknowledges that Buyer has been advised by Seller that the Shares have not been registered under the U.S. Securities Act of 1933, as amended (the "Act"), that the Shares have been offered and are being sold to Buyer on the basis of the exemption from registration provided by Regulation S promulgated under the Act relating to offers and sales of securities made outside the United States, as well as in reliance upon exemptions from registration under the Act relating to transactions not involving any public offering and under similar exemptions under applicable state securities laws, that this transaction has not been filed with or reviewed by, passed on or submitted to any U.S. federal or state agency or self-regulatory organization where an exemption is being relied upon, and that the reliance of Seller upon such exemptions is predicated on the accuracy of Buyer's representations and warranties herein.
Restrictions on Transferability of Shares. Notwithstanding any provisions contained in this Agreement to the contrary, the Shares shall not be transferable except upon the conditions specified in this SECTION 5.14 and SECTIONS 5.9 and 5.10, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act in respect of the transfer of the Shares. TCI agrees that it will not (i) transfer any Shares prior to delivery to GI of the opinion of counsel (which opinion shall be reasonably satisfactory to GI) referred to in, and to the effect described in, clause (i) of SECTION 5.14(B), or until registration of such Shares under the Securities Act has become effective, or (ii) transfer any Shares without compliance with SECTIONS 5.9 and 5.10. TCI agrees that such opinion of counsel must be reasonably satisfactory to GI. For a period of three years beginning on the Closing Date, TCI agrees that it will not transfer the Shares or any shares of capital stock of GI received upon conversion, or in respect of, the Shares other than (i) to an Affiliate of TCI which agrees to be bound by the same restrictions as TCI or (ii) pursuant to an Order. Notwithstanding the foregoing, (x) the three year transfer restriction set forth in this SECTION 5.14 shall terminate upon a Change in Control of GI and (y) if there is a "tender offer" (within the meaning of the Exchange Act) that applies to the Shares, TCI may transfer its Shares in connection with such tender offer.
Restrictions on Transferability of Shares. 4.1 Transfer Restrictions
Restrictions on Transferability of Shares. Subject to ----------------------------------------- compliance with all applicable federal and state securities laws, Shares may be transferred only in accordance with the provisions of this Section 6. Each holder of Warrants and Shares, by its acceptance thereof, agrees to comply in all respects with the provisions of this Agreement.
Restrictions on Transferability of Shares. COMPLIANCE WITH SECURITIES ACT
Restrictions on Transferability of Shares. 23 Directors..................................................................................... 24
Restrictions on Transferability of Shares. The Shares and Preferred Stock issued pursuant to this Agreement shall be subject to restrictions on transferability as follows: no Trident Shareholder shall directly or indirectly, offer to sell, sell, grant any option for the sale of, assign, transfer, pledge, hypothecate or otherwise encumber any of their Shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein until May 13, 1999 or three (3) months after the Parent shareholders (other than the shareholders who presently hold registered shares) are able to transfer their shares of Common Stock of Parent, whichever is earlier; and (ii) no Trident Preferred Shareholder shall directly or indirectly, offer to sell, sell, grant any option for the sale of, assign, transfer, pledge, hypothecate or otherwise encumber any of their Shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein until February 13, 1999.
Restrictions on Transferability of Shares. Each Organizer covenants, promises and agrees that, until such time as the Holding Company offers shares to individuals other than Organizers or Additional Organizers (the "Offering"), he shall not sell, hypothecate, pledge, assign, or otherwise transfer with or without consideration (hereinafter collectively referred to as a "Transfer") any or all of the shares of Common Stock of the Holding Company owned of record or beneficially by him, or any of his or her rights hereunder, to any other person, corporation, partnership, association, limited liability company, trust or any other entity whatsoever except pursuant to the terms and conditions of this Agreement without the prior written consent of two thirds (2/3) of the Organizers. Each Organizer hereby acknowledges the reasonableness of the restrictions of Transfers imposed by this Agreement in view of the purposes of the Holding Company and the relationships of the Organizers. All certificates representing shares of Common Stock issued pursuant to this Agreement shall be conspicuously legended as follows: "The shares of stock represented by this Certificate are restricted as to transfer by the terms, conditions and covenants of an Agreement with respect thereto dated the 14th day of July, 1999, a copy of which is on file with the Corporation (as revised and restated by an Agreement dated the 6th day of October, 1999, a copy of which is on file with the Corporation). The Corporation will gratuitously furnish a copy of said Agreement to any party having a valid interest therein. Any transfer of stock other than in accordance with said Agreement shall be absolutely null and void." The Organizers agree that shares of Common Stock of the Holding Company which were issued pursuant to the Organizers Agreement dated the 14th day of July, 1999 are restricted by the terms, conditions and covenants of this Revised and Restated Organizers' Agreement.
