Restrictions or Transfer Sample Clauses

Restrictions or Transfer. The warrant Holder recognizes, understands and acknowledges that the Warrant and Global Common Stock underlying the Warrant are not registered under the Securities Act of 1933, that there are substantial restrictions on the transferability of the Warrant and the Global Common Stock and that the Warrant holder may have to hold them Indefinitely and may not be able to liquidate his investment in the Company when he wishes to do so, if at all, because, among other things, (I) the warrant and the Global Common stock cannot be sold unless registered under the Securities Act of 1933 (the "Act") or an exemption from such registration is available, (II) in tile event the Warrant and the Global Common Stock have not been so registered, the undersigned will be unable to sell them publicly for at least two years, at which time there may be no trading market for them or, even if there is such a market, the Company may not be in compliance with the terms and conditions of Rule 144 under the Act, which would preclude the undersigned from effecting a sale thereof, and (iii) the Company has the absolute right to refuse to consent to the transfer or assignment of the Warrant and the Global Common Stock if such transfer or assignment does not comply with applicable federal and state securities laws. Prior to any proposed transfer of this warrant or any part thereof or of any shares issued upon exercise of this Warrant, the Warrant Holder shall deliver to the Company a notice of such proposed transfer describing the manner and circumstances thereof in detail, and shall furnish with such notice an opinion of counsel, reasonably Satisfactory in form and substance to the Company, to the effect that such proposed transfer does not require registration under the Securities Act of 1933 and will not violate the securities laws of any state or other jurisdiction. The Company shall, within 10 days after receipt of such notice, either effectuate the proposed transfer or notify the Warrant Holder in writing of its refusal to do so, which refusal shall be based solely upon the grounds that such transfer does not comply with applicable federal and state securities laws. This Warrant and all share certificates representing Global Common Stock that may be issued upon its exercise shall bear a legend to that effect.
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Restrictions or Transfer. No Stockholder shall transfer any interest in any Stock owned by such Stockholder unless and until any proposed transferee has agreed in writing to be bound by the terms and conditions contained in this Agreement. Any transfer made in violation of this section shall be null, void and of no effect.
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Restrictions or Transfer. Neither this Warrant Agreement nor the Warrant Shares may be disposed of or encumbered (any such action, a "TRANSFER") prior to December __, 1997, except to Commonwealth, any of the other Underwriters, any successor to the business of any such company, or any partner or officer of any such company. There shall be no restriction on the ability of Commonwealth to transfer beneficial interest in the Warrants to its successors, partners, directors, officers or employees, or to the officers, employees or partners of any such successor or partner, provided that any such transfers of beneficial interest and any Transfers shall be made only in accordance with and subject to the provisions of the Securities Act and the rules and regulations promulgated thereunder. If at the time of a Transfer, a Registration Statement is not in effect to register the Warrants or the Warrant Shares, the Company may require the Warrantholder to make such representations, and may place such legends on certificates representing the Warrants, as may be reasonably required in the opinion of counsel to the Company to permit a Transfer without such registration.
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Restrictions or Transfer 
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Related to Restrictions or Transfer

  • No Sale or Transfer No Receivable has been sold, transferred, assigned or pledged by the Depositor to any Person other than the Issuer.

  • Sale or Transfer 1. In the event of a sale or transfer of a store or stores, an employee shall be allowed a seven (7) day period from the date of announcement to the employees of the sale or transfer during which time he may determine whether he wishes to stay with the seller or whether he wishes to make application for employment with the new owner or transferee. In the event the employee chooses to remain with the seller, such choice shall not be construed as any guarantee of employment over and beyond the terms of this Agreement.

  • 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.

  • Transfer of Rights of First Refusal The rights of first refusal of each Major Investor under this Section 4 may be transferred to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.10.

  • 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:

  • 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 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.

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

  • Assignment or Transfer Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

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