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 Transfers of Shares. Anything contained in this Agreement or elsewhere to the contrary notwithstanding, the COMPANY may postpone the issuance and delivery of SHARES upon any exercise of the AWARD until completion of any stock exchange listing or registration or other qualification of such SHARES under any state or federal law, rule or regulation as the COMPANY may consider appropriate; and may require the PARTICIPANT when exercising the AWARD 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 issued and delivered upon exercise 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 Transfers of Shares. Anything contained in this Agreement or elsewhere to the contrary not-withstanding, the Option may not be exercised if the COMPANY determines that the sale of Shares upon exercise of the Option may violate the Securities Act or any other law or requirement of any governmental authority. An appropriate restrictive legend shall be placed on certificates representing Shares acquired upon the exercise of the Option, unless the COMPANY determines, upon the advice of counsel to the COMPANY, that such legend is not required because of the existence of an effective registration statement registering the Shares under the Securities Act or because all applicable federal and state legal requirements have been satisfied.
Restrictions on Transfers of Shares. 2.1 Restrictions on Transfer of Shares Prior to the Effective Time.
(a) Prior to the Effective Time, the Stockholder hereby agrees not to take any of the following actions, except in accordance with subsection (b) of this Section 2.1 or as provided in the Reorganization Agreement:
(i) tender any of the Shares or any securities convertible into or exchangeable or exercisable for the Shares to any person;
(ii) sell, transfer, distribute, pledge, encumber, assign or otherwise dispose of (or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the disposition by any person at any time in the future of) any of the Shares or any securities convertible into or exchangeable or exercisable for the Shares;
(iii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of any of the Shares;
(iv) enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with iPrint;
(v) deposit any of the Shares into a voting trust or depositary facility or enter into a voting agreement or arrangement with respect to any Shares or grant any proxy with respect thereto, other than as contemplated hereby or the Reorganization Agreement; or
(vi) enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares, any securities converti ble into or exchangeable or exercisable for shares of iPrint Common Stock or any other capital stock of iPrint or any interest in any of the foregoing with any person (any transaction referred to in clause (i), (ii), (iii), (iv), (v) or (vi) is hereinafter referred to as a "Transfer").
(b) Stockholder shall not request that iPrint or its transfer agent register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, and each Stockholder hereby consents to the entry of stop transfer instructions by iPrint of any Transfer of such Shares, unless such Transfer is made in compliance with this Agreement.
Restrictions on Transfers of Shares. Except as set out under Section 2.3, without the prior written consent of Cenovus (which consent may, in the sole discretion of Cenovus, be withheld or given subject to such conditions as Cenovus may in its sole discretion determine), the Shareholder shall not, and shall cause its Affiliates and their respective Representatives acting on behalf of Shareholder or any of its Affiliates, to not, directly or indirectly:
(a) for the period ending at 11:59 p.m. (Calgary time) on the date that is 18 months following the Effective Date, Transfer or cause the Transfer of any Common Shares, except: (i) pursuant to a Combination Transaction that has been approved by the Board or recommended by the Board for approval by the shareholders of Cenovus; (ii) as contemplated under Section 3.3; or (iii) as contemplated under Section 3.4;
(b) Transfer or cause the Transfer, either alone or in the aggregate with its Affiliates, Other Standstill Shareholder and Other Standstill Shareholder's Affiliates, and whether in a single transaction or a series of related transactions, any Common Shares or Warrants that would, to the knowledge of Shareholder (after reasonable inquiry), result in such Person, together with any Persons acting jointly or in concert with such Person, beneficially owning, or controlling or directing, 20% or more of the then-outstanding Common Shares (including, for certainty, those Common Shares and Warrants proposed to be Transferred) and assuming for this purpose the full exercise of all Warrants that would, after the proposed Transfer, be beneficially owned or controlled or directed by such Person and any Person acting jointly or in concert therewith; provided that the foregoing shall not apply to: (i) Transfers effected through an underwritten public offering (including an underwritten public offering undertaken pursuant to the Registration Rights Agreement); (ii) Transfers effected as a result of the consummation of a Combination Transaction which has been approved by a resolution of Cenovus Shareholders, or made to an offeror in relation to a take-over bid where the offeror pursuant to such take-over bid is proposing to acquire such Common Shares from Shareholder or Other Standstill Shareholder or both in connection with an identical offer made to all holders of Common Shares (in terms of price, timing, proportion of securities sought to be acquired and conditions); or (iii) Transfers made to an Affiliate in accordance with Section 3.3. If Shareholder or...
Restrictions on Transfers of Shares. (A) Anything contained in this Agreement or elsewhere to the contrary notwithstanding, the COMPANY may postpone the issuance and delivery of SHARES upon any exercise of the AWARD until completion of any stock exchange listing or registration or other qualification of such SHARES under any state or federal law, rule or regulation as the COMPANY may consider appropriate; and may require the PARTICIPANT when exercising the AWARD 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 issued and delivered upon exercise 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.
(B) Any SHARES acquired pursuant to this AWARD shall be subject to the following holding period (“HOLDING PERIOD”): (i) with respect to 50% of the net SHARES acquired pursuant to this AWARD (not including any SHARES withheld by the COMPANY pursuant to Section 2(E)), the PARTICIPANT may not transfer, sell, pledge, hypothecate, or otherwise dispose of such SHARES until the first trading day on the New York Stock Exchange immediately following July 31, 2014, and (ii) with respect to the remaining 50% of the net SHARES acquired pursuant to this AWARD (not including any SHARES withheld by the COMPANY pursuant to Section 2(E)), the PARTICIPANT may not transfer, sell, pledge, hypothecate, or otherwise dispose of such shares until the first trading day on the New York Stock Exchange immediately following January 31, 2015. Notwithstanding anything herein to the contrary, in the event that any portion of the AWARD vests prior to January 31, 2014 pursuant to the terms of this AGREEMENT, the HOLDING PERIOD described in this Section 7(B) will not apply to any of the SHARES so acquired under this AWARD. Any share certificates representing SHARES acquired pursuant to this AGREEMENT shall be appropriately legended to reflect these restrictions.
Restrictions on Transfers of Shares. No Shares may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this 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 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. In order to enforce its rights under this Section, the Company shall be authorized to give a stop transfer instruction with respect to the Shares to the Company’s transfer agent.
Restrictions on Transfers of Shares. No Shareholder may transfer any Shares or any interest therein owned by it to any Person except (i) to a Permitted Transferee pursuant to Section 7.04, (ii) after compliance with a Right of First Offer pursuant to Section 7.07, including in respect of a transfer as described in clause (ii)(b) of the definition of “PSP Sell-Down”, (iii) (x) pursuant to a public offering as contemplated by Section 6.02 and Section 6.03, or (y) following such offering and after compliance with Section 7.07, pursuant to rules permitting the sale of securities in the normal course through a stock exchange in compliance with the rules of such stock exchange, (iv) pursuant to a sale of Shares upon insolvency pursuant to Section 7.06, (v) upon exercise of tag along or drag along rights pursuant to Section 7.08, (vi) pursuant to the PSP call rights as provided in Section 7.09, Loral call rights as provided in Section 7.10 or in respect of a transfer of Director Voting Shares, in compliance with (and only in compliance with) the provisions of Section 7.11, (vii) as part of a transfer of Fixed Rate Preferred Shares and/or Equity Shares pursuant to the PSP Sell-Down, or (viii) pursuant to a redemption of Redeemable Common Shares or Redeemable Non-Voting Participating Preferred Shares as contemplated by Section 3.06, or of Fixed Rate Preferred Shares in accordance with the rights, restrictions, conditions and limitation attaching to the Fixed Rate Preferred Shares. Any attempted transfer of Shares made in breach of this Agreement shall be null and void. Neither the Board nor the Shareholders shall approve or ratify any transfer of Shares made in contravention of the prohibition contained in this Section 7.03, and the Company shall cause any such transfer not to be recorded on the registers of the Company maintained for the Shares.
Restrictions on Transfers of Shares. (a) No Stockholder shall, without the prior written consent of JEDI, Transfer any of the Shares or any interest therein except as specifically permitted by Section 1(b) or (c) of this Agreement. For purposes of this Agreement, the term "Stockholder" means EIBOC, the Management Stockholder and any Person who is required by the terms of this Agreement to execute an Adoption Agreement, as described in the following sentence and the term "Transfer" means any direct or indirect sale, assignment, donation, transfer, devise, pledge, hypothecation, encumbrance or other disposition of any shares or any interest therein. Any Person who is required by the terms of this Agreement to become a party to this Agreement shall do so by executing an Adoption Agreement in the form attached as Exhibit A or in any other form satisfactory to the Company and JEDI, whereupon such person or entity shall be deemed a "Stockholder" and shall have all of the rights and obligations of a Stockholder under this Agreement and the Shares or any interest therein held by any such Person shall be subject to the provisions hereof.
Restrictions on Transfers of Shares. Anything contained in this Agreement or elsewhere to the contrary notwithstanding, the OPTION may not be exercised if the COMMITTEE determines that the sale of SHARES upon exercise of the OPTION may violate the Securities Act or any other law or requirement of any governmental authority. An appropriate restrictive legend shall be placed on certificates representing SHARES acquired upon the exercise of the OPTION, unless the COMMITTEE determines, upon the advice of counsel to the COMPANY, that such legend is not required because of the existence of an effective registration statement registering the SHARES under the Securities Act or because all applicable federal and state legal requirements have been satisfied. 10.