Transferability of the Shares. 11.1 Shares which are issued by an exercise of this Option shall be subject to the transfer restrictions of Section 7.6, the Right of First Refusal in Section 9, the Buy-Out Option described in Section 17, and the other transfer restrictions set forth herein. Accordingly, such Shares may be sold, transferred, pledged, hypothecated or otherwise disposed of only as provided herein.
11.2 The certificate or certificates evidencing any of the Shares shall be endorsed with legends substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE STOCK OPTION AGREEMENT PURSUANT TO WHICH SUCH SHARES WERE PURCHASED, WHICH AGREEMENT INCLUDES RESTRICTIONS ON TRANSFER, RIGHTS OF FIRST REFUSAL AND BUY-OUT OPTION IN FAVOR OF THE CORPORATION. A COPY OF SUCH AGREEMENT IS ON FILE WITH THE SECRETARY OF THE CORPORATION." "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY BE OFFERED, SOLD, OR TRANSFERRED ONLY IF (A) REGISTERED OR QUALIFIED PURSUANT TO THE PROVISIONS OF THAT ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) IF IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AN EXEMPTION OR EXCEPTION FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS IS AVAILABLE."
11.3 Transfer or sale of the Shares is subject to restrictions on transfer imposed by state and Federal securities laws. Any transferee from Optionee shall hold Shares subject to all the provisions hereof and shall acknowledge the same by signing a copy of this Agreement.
Transferability of the Shares. Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all provisions hereof and shall acknowledge the same by signing a copy of this Agreement.
Transferability of the Shares. 6.5.1 Employee hereby authorizes and directs the secretary of the Company, or such other person designated by the Company, to transfer to the Company on the Company stock records the Shares subject to the Repurchase Right as to which the Company has exercised its Repurchase Right. Employee further authorizes the Company to refuse, or to cause its transfer agent to refuse, to transfer any Shares attempted to be transferred in violation of this Agreement.
6.5.2 None of the Shares subject to be Repurchase Right may be sold, transferred, pledged, hypothecated, otherwise disposed of or encumbered. The certificate or certificates evidencing any of the Shares subject to the Repurchase Right shall be endorsed with a legend substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN STEREOTAXIS, INC. AND BEVIL J. HOGG PURSUANT TO WHICH SUCH SHARES WERE PUXXXXXXX, XXXXES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION."
6.5.3 To ensure the availability for delivery of certificates evidencing Shares upon repurchase by the Company pursuant to the Repurchase Right, Employee shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the Share certificates representing the Shares subject to repurchase. The Shares subject to the Repurchase Right shall be held in escrow by the secretary of the Company until the earlier of the time the Repurchase Right with respect to such Shares is exercised or terminates.
6.5.4 Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all provisions hereof and shall acknowledge the same by signing a copy of this Agreement.
Transferability of the Shares. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Shares from Purchaser to the Company. Purchaser further authorizes the Company to refuse, or to cause its transfer agent to refuse, to transfer any stock attempted to be transferred in violation of this Agreement.
(b) The certificate or certificates evidencing any of the shares purchased hereunder shall be endorsed with a legend substantially as follows (together with any other legend(s) restricting the transfer of the Unvested Shares necessary or appropriate under applicable Federal or State securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN OPTION AGREEMENT AND A RESTRICTED STOCK PURCHASE AGREEMENT PURSUANT TO WHICH SUCH SHARES WERE PURCHASED, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION."
(c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Unvested Shares in escrow and while acting in good faith and in the exercise of its judgment.
Transferability of the Shares. (a) The Consultant acknowledges it as acquiring the Shares for investment purposes only, and not for distribution or fractionalization. The Shares have not been registered under federal or state securities laws. Transfer of the Shares is accordingly restricted and, unless a registration statement relating to the issuance of the Shares is in effect at the time of issuance, the Shares will bear appropriate restrictive legends. The Company shall allow the Consultant to direct the allocation of the Shares to up to four persons or to hypothecate, sell, assign or transfer (a" Transfer") all or a part of the Shares to up to four persons, including principals of the Consultant, provided that (i) the Consultant confirms to the Company it has not made any offer to sell or solicitation of offers to buy the Shares, and that it has conveyed to the potential transferee(s) (the "Transferees") all information necessary to fully inform the Transferees of the Company and its business, (ii) the Transferee's establish to the Company's satisfaction that the Transferees are accredited investors (as defined under Regulation D) (iii) the Transferees are acquiring the Shares for investment purposes only and (iv) acknowledge that they have been given access to all material information regarding the Company, and (v) such other reasonable requirement of the securities laws is available for the Transfer of the Shares.
Transferability of the Shares. (a) The Unvested Shares and/or Shares that the amounts due in respect thereof pursuant to this Purchase Agreement and/or the Installment Obligation are not fully paid, shall not be assigned, transferred or given as collateral or any right with respect to them may not be given to any third party whatsoever, by the Purchaser until such time that the Unvested Shares or any part thereof is fully vested and paid for.
(b) The Transfer or sale of the Shares is subject to restrictions on transfer imposed by the Company's Articles of Association, the Option Plan and any applicable state and federal securities laws.
Transferability of the Shares. Escrow.
(a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Company Option to purchase has been exercised from Purchaser to the Company. Purchaser further authorizes the Company to refuse, or to cause its transfer agent to refuse, to transfer any stock attempted to be transferred, in violation of this Agreement.
(b) Except as required to effectuate the exercise of the Company Option, none of the Unvested Shares which are subject to the Company Option under Section 1 may be sold, transferred, pledged, hypothecated or otherwise disposed of by Purchaser. The certificate or certificates evidencing any of the shares purchased hereunder shall be endorsed with a legend substantially as follows (together with any other legend(s) restricting the transfer of the Unvested Shares necessary or appropriate under applicable Federal or State securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN OPTION AGREEMENT AND A RESTRICTED STOCK PURCHASE AGREEMENT PURSUANT TO WHICH SUCH SHARES WERE PURCHASED, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION."
Transferability of the Shares. The Shares represent 99,99% of the share capital of, and of the voting rights in, the Company. The Shares are owned respectively by Sanofi and IP, in the respective numbers and proportions as set forth in Schedule 4.6. Each Seller represents and warrants with respect to its respective Shares, that the Shares held by it may be freely disposed by it without any restrictions whatsoever other than those resulting from the clause d'agrement contained in Article 10(a) of the by-laws of the Company and that it has agreed to waive its right of first refusal over the Shares provided under Section 2.3.1 of the Shareholders' Agreement.
Transferability of the Shares. No unvested Shares nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Grantee or Grantee's 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.
Transferability of the Shares. (a) The Consultant acknowledges it as acquiring the Shares for investment purposes only, and not for distribution or fractionalization. The Shares have not been registered under federal or state securities laws. Transfer of the Shares is accordingly restricted and, unless a registration statement relating to the issuance of the Shares is in effect at the time of issuance, the Shares will bear appropriate restrictive legends. The Company shall allow the Consultant to direct the allocation of the Shares to up to four persons or to hypothecate, sell, assign or transfer (a" Transfer") all or a part of the Shares to up to four persons, including principals of the Consultant, provided that (i) the Consultant confirms to the Company it has not made any offer to sell or solicitation of offers to buy the Shares, and that it has conveyed to the potential transferee(s) (the "Transferees") all information necessary to fully inform the Transferees of the Company and its business, (ii) the Transferee's establish to the Company's satisfaction that the Transferees are accredited investors (as defined under Regulation D) (iii) the Transferees are acquiring the Shares for investment purposes only and (iv) acknowledge that they have been given access to all material information regarding the Company, and (v) such other reasonable requirement of the securities laws is available for the Transfer of the Shares.
5. NOT LICENSED AS A BROKER-DEALER OR INVESTMENT ADVISOR. Neither Consultant nor any employee of Consultant is a licensed broker-dealer and Consultant is not being retained to offer, sell or place any securities of the Company. No fees paid pursuant to this Agreement relate to commissions for the placement or sale of securities. Neither Consultant nor any employee of Consultant is a licensed investment adviser and Consultant is not being retained to make any valuations of the securities of the Company or of any entity the Company may consider acquiring in the future. The Company acknowledges that neither the Consultant nor any employee of Consultant has been retained to provide investment advisory services to the Company.
