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. (a) Selling Shareholders understand that the shares delivered by Parent are "restricted securities" under applicable federal securities laws and that the Securities Act of 1933 and the rules of the Securities and Exchange Commission (the "Commission") provide in substance that Selling Shareholders may dispose of the shares only pursuant to an effective registration statement under the Act or an exemption therefrom. Selling Shareholder acknowledges that Parent does not intend to file a registration statement with the Commission. The certificates evidencing the shares will bear a legend which clearly sets forth this restriction. Selling Shareholders understand that they may not at any time demand the purchase by Parent of Selling Shareholders' shares. The shares 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 Parent Common Stock pursuant to the Merger as a result of any transfer of such shares or any stock dividend, stock split, or other recapitalization as long as the Parent Common Stock issued pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom.
Shares Restricted. Allen agrees he will not transfer, assign, hypothecate or in axx xxy alienate, or otherwise create or suffer to exist any lien, claim or encumbrance upon any of the Allen Shares, or any right or interest therein, whether voluntxxxxx or by operation of law, or by gift or otherwise, except pursuant to the terms of this Agreement. The Company agrees Allen may transfer the Allen Shares to his daughter, Corinne E. Xxxen, or by Allen as xxxxtor to a trust or trusts xxx xxx xxxxxxx of his dxxxxxer, Corinne E.
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. 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. Buyer understands that the Shares will be “restricted securities” within the meaning of Rule 144 under the Securities Act and that Buyer may be considered an “affiliate” of Seller as referenced in such Rule.
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 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. The Company or its nominees may sell or otherwise transfer their Parent Shares only if their sale or transfer is registered under the Securities Act or with the favorable opinion of counsel to the Company to the effect that such sale or other transfer may be made in the absence of registration under the Securities Act. The undersigned understands that certificates or other documents representing the Parent Shares will contain a restrictive legend reflecting this restriction, and stop transfer instructions will contain a restrictive legend reflecting this restriction, and stop transfers instructions will apply to the Parent Shares purchased hereunder.
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.
