Share Restriction a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Period, other than in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement.
b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder will be subject to the provisions of this Agreement.
c. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.
Share Restriction a. Holders hereby agree that during the Restriction Period, except for the sale of up to 1,500,000 shares of the Company’s stock pursuant to the Option Agreement being entered into with the Buyers as of the date of this Agreement, the Holders shall not buy or sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holders own or have a right to acquire as of the date hereof, other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holders further agree that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holders in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement.
b. Any subsequent issuance to and/or acquisition by Holders of Common Stock or options or instruments convertible into Common Stock will be subject to the provisions of this Agreement.
c. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned, (iv) a bona fide sale for cash at not less than $7.00 per share of Common Stock, or (v) sale of 125,000 shares at $4.00 per share and options to purchase 125,000 shares with a per share exercise price of $4.00, provided, that at no time may the Holder beneficially own less than 1,500,000 shares of Common Stock (subject to adjustment for stock dividend, split-up, merger, recapitalization, combination, exchange of shares or similar transactions). For purposes hereof, "immediate family" means any relationship by blood, mar...
Share Restriction. Holder hereby agrees that Holder will not sell, ------------------ transfer, or otherwise dispose of:
(a) any capital stock of the Company, any rights to acquire capital stock of the Company or any capital stock which Holder has a right to acquire, from the date of this Agreement to and including a date twenty-four months after the contemplated Tender Offer; and
(b) any capital stock of the Company, any rights to acquire capital stock of the Company or any capital stock which Holder has a right to acquire, in excess of 25% of such holdings or rights during each consecutive twelve month period beginning the first day of the twenty-fifth month after the contemplated Tender Offer and ending on the last day of the seventy-second month after the contemplated Tender Offer other than (i) in connection with an offer made to all stockholders of the Company or any merger, consolidation or similar transaction involving the Company, or (ii) with the prior written consent of the Company. Holder further agrees that the Company is authorized to place "stop orders" on its books to prevent any transfer of shares of capital stock or other securities by Holder in violation of this Agreement.
Share Restriction a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof, other than (i) in connection with an offer made to all shareholders of the Company or any merger, consolidation or similar transaction involving the Company, or (ii) with the prior written consent of the Subscribers, which shall not be unreasonably withheld. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement.
b. Any subsequent issuance to and/or acquisition of shares by Holder will be subject to the provisions of this Agreement.
c. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.
Share Restriction. The Company, Novus and the Stockholders hereby agree that concurrently with the Closing, the Founders Shares (other than those Founders Shares forfeited pursuant to Section 2) shall be held in escrow pursuant to the Escrow Agreement and that Novus shall instruct CST that the Restricted Shares (as defined below) shall be subject to potential forfeiture until vested in accordance with Section 4 and the further restrictions on transfer set forth in this Agreement the Sponsor Support Agreement and the Lock-Up Agreement.
Share Restriction. The Shares owned by Shareholders post Closing shall be restricted from trade for a period of two (2) years following Closing, or as the Company shall otherwise require.
Share Restriction a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof, other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement.
b. Any subsequent issuance to and/or acquisition by Holder of Common Stock or options or instruments convertible into Common Stock will be subject to the provisions of this Agreement.
c. The foregoing restrictions notwithstanding, the Insider may sell up to the number of shares of Common Stock (the "Insider Stock") actually and/or beneficially owned by Insider on the Closing Date (as defined in the Securities Purchase Agreement) at a price of not less than the Initial Conversion Price of the Debentures, as defined in the Debenture of the Company, provided that such sales specified in this item (c) shall be subject the 144-Like Volume Limitations, as that term is defined below, and provided further that such sales specified in this item (c) may not exceed one-third (1/3) of the 144-Like Volume Restrictions in any thirty (30) day period during the Restriction Period. For purposes hereof, "144-Like Volume Limitations" shall mean that, during any 90 day period after the date hereof throughout the Restriction Period, the Holder may not sell or transfer a number of shares of Common Stock that exceeds the greater of: (1) 1% of the Company's total outstanding shares, determined as of the first business day of such 90 day period, or, (2) the average reported weekly volume in the Company's Common Stock for the four weeks immediately preceding the first business day of the Sales Period.
Share Restriction. Appropriate investment restrictions shall be noted against the Shares upon issuance.
Share Restriction. Holder hereby agrees that, until February 28, 2008, Holder will not sell or otherwise dispose of any shares of the Common Stock that the Holder owns as of the date hereof other than in connection with an offer made to all shareholders of the Company or in the event of any merger, consolidation or similar transaction involving the Company. Additionally, the Holder agrees not to engage in any hedging or other transaction or arrangement that is designed to, or which reasonably could be expected to, lead to or result in a sale, disposition or transfer, in whole or in part, of any of the economic consequences of ownership of the Holder’s shares, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise, even if such shares would be disposed of by someone other than the Holder. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Holder’s shares or with respect to any security that includes, relates to or derives any significant part of its value from the Holder’s shares.
Share Restriction. Concurrently with the Closing, the Company shall instruct the Escrow Agent that a number of Shares (the “Restricted Shares”) equal to 1,800,000 minus the number of Canceled Shares, shall be held in escrow and subject to potential forfeiture until vested in accordance with Section 4 below.
