Shares Restricted. Unvested shares will be considered “Restricted Shares.” You may not sell, transfer, pledge or otherwise dispose of Restricted Shares without the written consent of the Company, except as provided in the next sentence. You may transfer Restricted Shares to your spouse, children or grandchildren or to a trust established by you for the benefit of yourself or your spouse, children or grandchildren. However, a transferee of Restricted Shares must agree in writing on a form prescribed by the Company to be bound by all provisions of this Agreement.
Shares Restricted. Each Seller understands, acknowledges and agrees that that the shares of Parent Common Stock delivered by Parent pursuant to Article III are "restricted securities" under applicable federal securities laws and that the Securities Act and the rules of the SEC provide in substance that Sellers may dispose of the Restricted Stock only pursuant to an effective registration statement under the Securities Act or an exemption therefrom. Each Seller acknowledges that Parent does not intend to file a registration statement with the SEC. The certificates evidencing the Restricted Stock will bear a legend which clearly sets forth this restriction. Each Seller understands that it may not at any time demand the purchase by Parent of any of such Seller's shares of Restricted Stock. The Restricted Stock shall bear the following or similar legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SOUTH TEXAS OIL COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." The foregoing legend will also be placed on any certificate representing securities issued subsequent to the original issuance of the Restricted Stock as a result of any transfer of such shares or any stock dividend, stock split, or other recapitalization as long as the Restricted Stock have not been transferred in such manner to justify the removal of the legend therefrom: "THE HOLDER OF THIS SHARE ACKNOWLEDGES AND AGREES THAT PART OF THE CONSIDERATION PAID TO SUCH HOLDER AS PART OF THE PURCHASE PRICE PAID PURSUANT TO THE TERMS OF THAT CERTAIN PURCHASE AND SALE AGREEMENT DATED AS OF SEPTEMBER 25, 2007 (THE "PURCHASE AGREEMENT") SHALL CONSIST OF RESTRICTED STOCK AND, ACCORDINGLY: (1) THAT SELLER WILL NOT SELL, ASSIGN, PLEDGE, GIVE, TRANSFER OR OTHERWISE DISPOSE OF THE SHARES OR ANY INTEREST THEREIN, OR MAKE ANY OFFER OR ATTEMPT TO DO ANY OF THE FOREGOING, EXCEPT PURSUANT TO A REGISTRATION OF THE SHARES UNDER THE ACT AND ALL APPLICABLE SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE ACT AND ALL APPLICABLE SECURITIES LAWS; AND (2) THAT SOUTH TEXAS OIL COMPANY AND ANY TRANSFER AGENT FOR THE SHARES SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY PURPORTED TRANSFER OF ANY OF THE ...
Shares Restricted. The Shares shall be "restricted" shares within the meaning of Securities and Exchange Commission Rule 144 promulgated under the Securities Act of 1933, as amended (the "Act"), and accordingly the certificate or certificates representing the Shares shall bear a restrictive legend in accordance with the requirements of Rule 144.
Shares Restricted. The Shares of Common Stock to be issued to holders of Gourmet Common Stock and the holders of options for the purchase of Gourmet Common Stock shall be "restricted" shares within the meaning of Securities and Exchange Commission Rule 144 promulgated under the Securities Act of 1933, as amended (the "Act"), and accordingly the certificate or certificates representing such shares shall bear a restrictive legend in accordance with the requirements of Rule 144.
Shares Restricted. The Shares of Common Stock to be issued to holders of Silicon Common Stock and the holders of options for the purchase of Silicon Common Stock shall be "restricted" shares within the meaning of Securities and Exchange Commission Rule 144 promulgated under the Securities Act of 1933, as amended (the "Act"), and accordingly the certificate or certificates representing such shares shall bear a restrictive legend in accordance with the requirements of Rule 144.
Shares Restricted. Each Equity Holder recognizes that the transfer of the Merger Shares is restricted by the Securities Act and applicable state securities laws, and by the provisions of this Agreement.
Shares Restricted. CytoDyn agrees it will not transfer, assign, hypothecate or in any way alienate or otherwise create or suffer to exist any lien, claim or encumbrance upon any of the CytoDyn Shares, or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise, except pursuant to the terms of this Agreement. Any purported transfer in violation of any provision of this Agreement shall be void ab initio and ineffectual and shall not operate to transfer any interest in or title to the CytoDyn Shares to the purported transferee, and shall give the Majority Shareholders, as hereafter defined, the right to purchase the CytoDyn Shares in the manner and on the terms and conditions herein provided.
Shares Restricted. The Shareholder agrees that during the Restriction Period as set forth below, the Shareholder will not sell, or otherwise transfer, any Shares, as defined herein.
Shares Restricted. The Consultant acknowledges that the Shares upon exercise of the Options will be restricted securities under U.S. securities laws and will bear a legend under Rule 144 promulgated under the Securities Act of 1933 as advised by legal counsel to the Company. In the event that the Company files a new registration statement after the execution of this Agreement for the registration under the Securities Act of 1933 of other securities, the Company will use reasonable efforts to include the Option Shares in the same registration statement to register the Option Shares. The Company may determine in its discretion or on the advice of a financial advisor that the addition of the Option Shares would be detrimental to the Company’s interests, and in such case it may defer the registration of the Option Shares to another registration statement.
Shares Restricted. 5 4.2 Period ..................................................... 6
