Transferability of Common Stock. Shares of Common Stock received upon the exercise of this Option shall be subject to such restrictions relating to voting and transfer as provided in the Plan, including, without limitation, Section 6 of the Plan. All shares of Common Stock received pursuant to the exercise of this Option shall be subject to the terms of the Stockholders’ Agreement and shall only be subject to Transfer in accordance therewith. Participant by his acceptance of this Option and execution of this Agreement agrees to be bound by and subject to the Stockholders’ Agreement and the terms and conditions of the Stockholders’ Agreement shall be deemed to be incorporated by reference in to this Agreement.
Transferability of Common Stock. At any time after the Registration Effective Date, if the Purchaser delivers a Notice of Conversion (substantially in the form of Exhibit C hereto) to the Company, the Company will issue or cause to be issued one or more certificates representing the shares of Common Stock without a restrictive legend upon conversion of the Series D Preferred Stock into shares of Common Stock in accordance with Section 6 of the Certificate of Designation authorizing the Series D Preferred Stock. The Company warrants that no instructions, other than those instructions for a stop transfer until the Registration Effective Date, have been or will be given to the transfer agent. The Company further warrants that the shares of Common Stock shall be otherwise freely transferable by the Purchaser to or for the account or benefit of a U.S. Person if such shares are registered under the Act or an exemption from the registration requirements of the Act is available.
Transferability of Common Stock. The Shares may be transferred by ------------------------------- Developer in compliance with applicable state and federal securities laws, provided each person or entity to whom all or a portion of such Common Stock is transferred agrees to be bound by this Section 3.1. Each certificate representing any shares of Common Stock constituting all or a portion of the Shares (unless Subsidiary shall have received an opinion from counsel at Developer's expense (which counsel may be counsel to the Subsidiary) reasonably acceptable to the Subsidiary to the effect that such securities may lawfully be disposed of without registration, qualification or legend) shall be imprinted with the following legend (a "'33 Act Legend"): The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred, assigned, pledged or hypothecated unless and until registered under such Act or unless the Company has received an opinion of counsel or other evidence, satisfactory to the Company and its counsel, that such registration is not required.
Transferability of Common Stock. The Bank will use its best efforts ------------------------------- to obtain for the Holding Company, prior to the Effective Date, a letter signed by each person, if any, who is an "affiliate", as that term is defined by the Securities and Exchange Commission ("SEC"), of the Bank for purposes of Rule 145 of the SEC, under the Securities Act of 1933, to the effect that (i) such person will not dispose of any shares of common stock to be received by him pursuant to the Merger in violation of the Securities Act of 1933 or the rules and regulations of the SEC thereunder, or in any event prior to such time as financial results covering at least 30 days of post-merger combined operations have been published, and (ii) he or she consents to the placing of a legend on the certificate(s) evidencing such shares of Holding Company common stock that refers to the issuance of such shares in a transaction to which Rule 145 is applicable and to the giving of stop-transfer instructions to the transfer agent of Holding Company with respect to such certificate(s).
Transferability of Common Stock. The Shares may be transferred by ------------------------------- Developer in compliance with applicable state and federal securities laws, provided each person or entity to whom all or a portion of such Common Stock is transferred agrees to be bound by this Section 3.1. Each certificate representing any shares of Common Stock constituting all or a portion of the Shares (unless Subsidiary shall have received an opinion from counsel at Developer's expense (which counsel may be counsel to the Subsidiary) reasonably acceptable to the Subsidiary to the effect that such securities may lawfully be disposed of without registration, qualification or legend) shall be imprinted with the following legend (a "'33 Act Legend"): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
Transferability of Common Stock
