Transfer of Restrictions Sample Clauses

Transfer of Restrictions. (a) The Subscriber acknowledges that the certificates representing Subscribed for Shares shall bear a legend substantially as follows: The Subscriber further acknowledges that if the Subscriber is a resident of Canada, the certificates representing Subscribed for Shares shall also bear the applicable exemption required under National Instrument 45-102 - Resale of Securities (“NI 45-102”). (b) The Subscriber understands and acknowledges that the Company has the right not to record a purported transfer of the Subscribed for Shares, without the Company being satisfied that such transfer is exempt from or not subject to registration under the U.S. 1933 Act and any applicable state securities laws, as well as the Canadian Securities Laws and, until such time as the Company may no longer be a “private issuer” as that term is defined in NI-45-106, a transfer of the Subscribed for Shares may only be effected with the consent of the Company’s board of directors. (c) In addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Subscribed for Shares under applicable Canadian Securities Law, including, but not limited to NI 45-102. (d) The Subscriber further acknowledges that the Company’s bylaws restrict the number of shareholders which the Company may have and prohibit transfers of the Company’s issued and outstanding securities without the consent of the Company’s Board of Directors. (e) The Subscriber understands and acknowledges that the Company is not obligated to file and has no present intention of filing with any state or provincial securities administrator or commission any registration statement or prospectus in respect of re-sales of the Subscribed for Shares in the United States or elsewhere. (f) The Subscriber confirms that it has been advised to consult its own legal and financial advisors with respect to the suitability of the Subscribed for Shares as an investment for the Subscriber and the resale restrictions (including "hold periods") to which the Subscribed for Shares will be subject under applicable securities legislation and confirms that no representation has been made to the Subscriber by or on behalf of the Company with respect thereto. (g) The Subscriber will not resell any Subscribed for Shares except in accordance with the provisions of applicable securities legislation and stock exchange rules.
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Transfer of Restrictions. The Securities may not be transferred except to an Affiliate or in a transaction which is in compliance with the Securities Act and applicable state securities laws. Except as hereinafter provided with respect to registration of the Securities, it shall be a condition to any such transfer that the Company shall be furnished with an opinion of counsel to the holder of such securities, satisfactory to the Company, to the effect that the proposed transfer would be in compliance with the Securities Act and applicable state securities laws and that such transfer would not cause the loss of the exemption from such registration relied upon by the Company originally selling the securities to Purchaser.
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Transfer of Restrictions. (a) The Subscriber acknowledges that the certificates representing Subscribed for Shares shall bear a legend substantially as follows: (b) The Subscriber understands and acknowledges that the Company has the right not to record a purported transfer of the Subscribed for Shares without the Company being satisfied that such transfer is exempt from or not subject to registration under the U.S. 1933 Act and any applicable state securities laws, as well as the Canadian Securities Laws. (c) The Subscriber understands and acknowledges that except as set forth in Section 7 hereof, the Company is not obligated to file and has no present intention of filing with the Commission or with any state or provincial securities administrator any registration statement or prospectus in respect of re-sales of the Subscribed for Shares in the United States or elsewhere. (d) The Subscriber confirms that it has been advised to consult its own legal and financial advisors with respect to the suitability of the Subscribed for Shares as an investment for the Subscriber and the resale restrictions (including "hold periods") to which the Subscribed for Shares will be subject under applicable securities legislation and confirms that no representation has been made to the Subscriber by or on behalf of the Company with respect thereto. (e) The Subscriber will not resell any Subscribed for Shares except in accordance with the provisions of any applicable securities legislation and stock exchange rules.
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Transfer of Restrictions. (a) The Subscriber understands that the Unit Shares and the Warrant Shares, until such time as they have been registered under the 1933 Act as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to Rule 144 or Rule 144(k) under the Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, may bear a restrictive legend in substantially the following form: (b) The Subscriber understands and acknowledges that except as set forth in the Registration Rights Agreement, the Company is not obligated to file and has no present intention of filing with any state or provincial securities administrator or commission any registration statement or prospectus in respect of re-sales of the Unit Shares or the Warrant Shares in the United States or elsewhere. (c) The Subscriber understands and acknowledges that the Company has the right not to record a purported transfer of the Subscribed for Units, the Unit Shares, the Warrant or the Warrant Shares, without the Company being satisfied that such transfer is exempt from or not subject to registration under the Securities Act and any applicable state securities laws (and a stop-transfer order may be placed against transfer of the certificates for such securities).
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Transfer of Restrictions. When the ownership of an owner-occupied Affordable Unit is transferred, prior to the expiration of the 45-year affordability period, each new owner must sign an Inclusionary Housing Agreement to complete the 45-year term.
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Transfer of Restrictions. The Investor acknowledges that the certificates representing Subscribed for Units and/or shares and warrants (as well as the shares issuable upon exercise of the warrants) comprising the Units shall bear a legend substantially as follows: "THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AMENDED (THE “1933 ACT”) AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER, OR OTHER APPLICABLE EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT. IN EACH INSTANCE AS EVIDENCE BY AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.”
Sample 1

Related to Transfer of Restrictions

  • Notification of Restrictions Notify the Business Associate of any restriction to the use or disclosure of PHI that County has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect the Business Associate’s use or disclosure of PHI.

  • Removal of Restrictions Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall be released from escrow as soon as practicable after the last day of the Period of Restriction. The Committee, in its discretion, may accelerate the time at which any restrictions shall lapse, and remove any restrictions. After the restrictions have lapsed, the Participant shall be entitled to have any legend or legends under Section 7.4 removed from his or her Share certificate, and the Shares shall be freely transferable by the Participant.

  • Termination of Restrictions Except as set forth in Section 9.3 hereof, the restrictions imposed by this Section 9 upon the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities: (a) which shall have been effectively registered under the Securities Act, or (b) when, in the opinions of both counsel for the holder thereof and counsel for the Company, such restrictions are no longer required in order to insure compliance with the Securities Act or Section 10 hereof. Whenever such restrictions shall cease and terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive from the Company, without expense (other than applicable transfer taxes, if any), new securities of like tenor not bearing the applicable legends required by Section 9.1 hereof.

  • Release of Restrictions Upon vesting of any portion of the shares of Restricted Stock and satisfaction of any other conditions required by the Plan or pursuant to this Restricted Stock Agreement, the Company shall promptly either issue a stock certificate, without such restricted legend, for any shares of the Restricted Stock that have vested, or, if the shares are held in book entry form, the Company shall remove the notations on the book form for any shares of the Restricted Stock that have vested.

  • Lapse of Restrictions If, for any reason, Shares are issued to the Employee within six months of the Grant Date, the Employee agrees that he or she will not sell or otherwise dispose of any such Shares prior to the six-month anniversary of the Grant Date.

  • Ownership Restrictions Notwithstanding any other provision in the Deposit Agreement or any ADR, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described in this Section 3.5.

  • Scope of Restrictions If the scope of any restriction contained in any preceding paragraphs of this Agreement is deemed too broad to permit enforcement of such restriction to its fullest extent, then such restriction shall be enforced to the maximum extent permitted by law, and Employee hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

  • Securities Restrictions Notwithstanding anything herein contained, Common Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.

  • Certain Restrictions (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock; (ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred Stock; or (iv) purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under Paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

  • AGE RESTRICTION You must be at least 18 (eighteen) years of age to use this Website or any Services contained herein. By using this Website, You represent and warrant that You are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of Your age.

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