The Purchaser's Transfer Restrictions Sample Clauses

The Purchaser's Transfer Restrictions. (a) Unless the Purchaser Beneficially Owns less than 5% of the Total Current Voting Power or until the Purchaser owns at least 90% of the Total Current Voting Power, the Purchaser shall not, directly or indirectly, sell, transfer, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, any Shares or Non-Voting Convertible Securities except: (i) to the Company, (ii) to a Company Controlled Corporation, (iii) in response to a Third Party Tender Offer which is not opposed by the Board of Directors of the Company within the time such Board is required, pursuant to the rules and regulations promulgated under the Exchange Act, to advise Company stockholders of such Board's position on such offer, (iv) following the earlier of (A) November 1, 2004 and (B) any termination by the Purchaser (not the Company) of the Marketing and Distribution Agreement pursuant to Section 10 thereof, (v) following the acquisition by a person or 13D Group (which is not and does not include the Purchaser or any affiliate of the Purchaser) of more than 20% of the Total Current Voting Power of the Company, (vi) pursuant to an offering of Shares registered under the provisions of Section 8.3 hereof; or (vii) pursuant to Rule 144 under the Securities Act but only if such transaction (A) is in compliance with the volume limitations under Rule 144(e) and (B) does not occur prior to the later of two years from the Closing.
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The Purchaser's Transfer Restrictions. (a) Purchaser shall not (and shall cause any Purchaser Controlled Entity not to), until the Transfer Restriction Termination Date, Transfer any Shares except:
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The Purchaser's Transfer Restrictions. (a) Unless the Purchaser Beneficially Owns less than 5% of the Total Current Voting Power or until the Purchaser owns at least 90% of the Total Current Voting Power, the Purchaser shall not, directly or indirectly, sell, transfer, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, any Shares or Non-Voting Convertible Securities except: (i) to the Company; (ii) to a Purchaser Controlled Corporation, so long as such Purchaser Controlled Corporation agrees to hold such Shares subject to all of the provisions of Sections 2.1, 2.2, 2.3, 2.4 and 2.5 of this Agreement, and agrees to transfer such Voting Stock to the Purchaser or another Purchaser Controlled Corporation if it ceases to be a Purchaser Controlled Corporation; (iii) after the Standstill Period, pursuant to a bona fide firmly underwritten public offering (which underwriter or underwriters of such offering shall include, if requested by a majority of the Disinterested Directors, an underwriter selected by a majority of the Disinterested Directors) registered under the Securities Act; (iv) after the Standstill Period, pursuant to a rights offering, dividend or other pro rata distribution to the stockholders of the Purchaser; (v) after the Standstill Period, pursuant to Rule 144 promulgated under the Securities Act (including observance of the requirements of paragraph (f) of such rule, whether or not otherwise applicable to such disposition); (vi) after the Standstill Period, in private placement transactions exempt from the registration requirements of the Securities Act; provided that if such private placement transactions described in this subclause, directly or indirectly, result in the transfer to any single person or 13D Group of 5% or more of the Total Current Voting Power of the Company, such transfer shall be subject to the provisions of Section 2.3 below; (vii) in response to a bona fide public tender offer or exchange offer subject to Regulation 14D or Rule 13e-3 promulgated under the Exchange Act for cash or other consideration which is made by or on behalf of the Company, or (viii) in response to a Third Party Tender Offer (whether for 25% of the Total Current Voting Power or a greater or lesser amount) which is not opposed by the Board of Directors of the Company within the time such Board is required, pursuant to the rules and regulations promulgated under the E...
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The Purchaser's Transfer Restrictions. (a) Until the Transfer Restriction Termination Date, Purchaser shall not, directly or indirectly, sell, transfer, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, transfer the economic risk of ownership of, or otherwise dispose of (each, a "Transfer"), any Shares except:
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Related to The Purchaser's Transfer Restrictions

  • Lock-up; Transfer Restrictions (a) The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up.

  • Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

  • Securities Law Transfer Restrictions By taking and holding this Warrant, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant have been registered under the Securities Act or any applicable state securities or blue sky law (collectively, "Securities Laws"); (ii) agrees not to sell, transfer or otherwise dispose of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and (b) accepts by written instrument reasonably acceptable to the Company each of the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities Laws.

  • Transfer Restriction No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

  • Minimum Transfer Restriction Any Transferring Partner must Transfer not less than the lesser of (i) five hundred (500) Partnership Units or (ii) all of the remaining Partnership Units owned by such Transferring Partner, without, in each case, the Consent of the General Partner; provided, however, that, for purposes of determining compliance with the foregoing restriction, all Partnership Units owned by Affiliates of a Limited Partner shall be considered to be owned by such Limited Partner.

  • Certificate Transfer Restrictions The Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity (each, a "Benefit Plan"). By accepting and holding a Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan.

  • General Transfer Restrictions The right of any Holder to Transfer any Shares held by it is subject to the restrictions set forth below.

  • Transfer Restricted Securities The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

  • No Transfer Restrictions The Depositor has not created, incurred or suffered to exist any restriction on transferability of the Receivables except for the restrictions on transferability imposed by this Agreement. The transfer of the Receivables and the Receivable Files by the Depositor to the Issuer pursuant to this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

  • Instructions Regarding Transfer Restrictions The Holder consents to the Company making a notation on its records and giving instructions to any transfer agent in order to implement the restrictions on transfer established in this Section 5.

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