Stock Transfer Restrictions. UTEK acknowledges that the GTHI Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow form on the stock certificate representing GTHI Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
Stock Transfer Restrictions. UTEK will have “piggyback” registration rights for all of the common shares it will receive in this transaction.
Stock Transfer Restrictions. The undersigned agrees: (A) that it will not sell, assign, pledge, give, transfer or otherwise dispose of the Warrant or the Common Stock or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Warrant or the Common Stock under the Securities Act and all applicable State Securities Laws or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws; and (B) that the Company and any transfer agent for the Common Stock shall not be required to give effect to any purported transfer of any of the Common Stock except upon compliance with the foregoing provisions.
Stock Transfer Restrictions. (i) Each shareholder is aware that it must bear the full economic risk of an investment in the Shares of CENTREX for an indefinite period of time, because the transaction in which the Shares are being issued has not been registered under the Securities Act of 1933, as amended ("Securities Act"), or the securities laws of any state; and, therefore, the Shares cannot be sold, pledged, transferred or otherwise disposed of unless registered under applicable securities laws or an exemption from registration is available. Each shareholder further understands that only CENTREX can take action to register the Shares, and the cost of registration is prohibitive.
Stock Transfer Restrictions. Reference is hereby made to the transfer restrictions imposed on Employee by Section 9 of the Stockholders' Agreement, dated the date hereof, among the Company, Employee and the other stockholders named therein (the "Stockholders' Agreement"), which transfer restrictions are incorporated by reference herein. If during the Employment Period and prior to the date that is two and one half (2 1/2) years from the closing of the Mergers, Employee voluntarily terminates his employment with the Company other than (i) for "Good Reason" as defined in Section 2.4(c) or (ii) under circumstances approved by the Board, the Restricted Shares held by Employee at the date of termination shall remain subject to the transfer restrictions until the fifth anniversary of the Closing of the Mergers. "Restricted Shares" has the meaning given such term in the Stockholders' Agreement.
Stock Transfer Restrictions. (i) Any Securities offered may only ----------------------------- be disposed of pursuant to an effective registration statement under the Securities Act, to the Company or pursuant or to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement; (ii) In the case of U.S. securities, the Purchasers agree to the imprinting, so long as is required by this Section 3.1(b), of the following legend on the Securities: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Underlying Shares shall contain the legend set forth above nor any other legend if the conversion of Debentures or the exercise of the Warrants, as the case may be, occurs at any time while an Underlying Shares Registration Statement is effective under the Securities Act or the holder is relying on Rule 144 promulgated under the Securities Act ("Rule 144") in connection with the -------- resale of such Underlying Shares, or in the event there is not an effective Underlying Shares Re...
Stock Transfer Restrictions. 39 8.1 Compliance with Securities Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 8.2 Restrictions on Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 ARTICLE 9
Stock Transfer Restrictions. The Purchaser shall not sell, assign, pledge, give away or otherwise transfer (a "Transfer") any Shares except in accordance with the procedures set forth in this Agreement. Any attempted Transfer of Shares not permitted by this Agreement shall be null and void, and the Company shall not in any way give effect to any such Transfer. Any proposed Transfer of Shares shall be null and void, and the Company shall not in any way give effect to any such Transfer, unless the transferee of such Shares who is not, immediately prior to such Transfer, the Purchaser shall agree in writing to be bound by and comply with the provisions of this Agreement
Stock Transfer Restrictions. This Option is subject to the terms and conditions set forth in Exhibit A and, as a condition precedent to the obligation of the Company to issue any shares upon exercise of the Option, the Optionee shall have executed and delivered to the Company a stock transfer restriction agreement substantially in the form attached hereto as Exhibit B.
Stock Transfer Restrictions. Buyer has been advised that the Shares have not been registered under the Act or the relevant State Laws. Buyer represents and warrants that the Shares will be purchased for Buyer’s own account and that Buyer’s financial condition is such that it is not likely that it will be necessary for Buyer to dispose of any of the Shares in the foreseeable future. Buyer is aware that (i) there is presently no public market for the Shares, and (ii) the transferability of the Shares is restricted and (A) requires the written consent of the Corporation, and (B) may be further restricted by a legend.
