RESTRICTION ON TRANSFER definition

RESTRICTION ON TRANSFER. LIMITATIONS ON DISPOSITION. Without in any way limiting investor's representations and warranties set forth in this Agreement, Investor covenants and agrees that Investor shall not sell or otherwise transfer all or any portion of the Shares, or any interest in all or any portion of the Shares, without registration or qualification under the Securities Act and the Blue Sky Laws or pursuant to an exemption from such registration or qualification requirements with respect to the proposed transfer and provides to the Company an opinion of legal counsel satisfactory to the Company that the proposed transfer may be made without violation of the Securities Act and the Blue Sky Laws and will not adversely affect the exemptions relied on by the Company in connection with the original issuance and sale to Investor of the Shares. Without in any way limiting the representations set forth above, Investor further agrees that Investor shall in no event make any disposition of all or any portion of the Shares unless and until: (i) There is then in effect a Registration Statement under the Securities Act covering such proposed disposition, and such disposition is made in accordance with such Registration Statement; (ii) the resale provisions of Rule 144 are available and the proposed disposition would comply with the requirements of Rule 144 in the opinion of legal counsel satisfactory to the Company; or (iii) (A) Investor shall have notified the Company of the circumstances surrounding the proposed disposition; (B) Investor shall have furnished the Company with an opinion of Investor's counsel to the effect that such disposition will not require registration of any of such Shares under the Securities ct, (C) the proposed disposition would comply with all applicable requirements of Rule 144, and (D) counsel for the Company shall have concurred with such opinion of Investor's counsel, and the Company shall have advised Investor of such concurrence; and (b) Investor shall have complied with the terms of the Rights of First Refusal set forth in Section 7 of this Agreement, and each transferee of the Shares agrees in writing to be bound by all terms of this Agreement, including, without limitation, the "lock-up" provisions set forth in Section 8 of this Agreement.
RESTRICTION ON TRANSFER. This Licence and the Data may not be transferred to anyone without the prior written consent of MDA Geospatial Services Inc. Any transferee of the Licence shall be bound by the terms and conditions of this Licence. The Licencee is strictly prohibited from distributing, leasing, selling or otherwise disposing of the Data. For the purposes of this Licence, any distribution or disposition by Licencee to any branch, agency, office, division, subdivision, subsidiary or affiliate of the Licencee is strictly prohibited without the consent of MDA Geospatial Services Inc. The Licencee shall not reverse engineer, decompile or disassemble the Data or transfer the Data to another machine readable language, or attempt any foregoing.
RESTRICTION ON TRANSFER. This License and the Data may not be transferred to anyone without the prior written consent of RSI. Any transferee of the Licence shall be bound by the terms and conditions of this Licence. The Licencee is strictly prohibited from distributing, leasing, selling or otherwise disposing of the Data. For the purposes of this Licence, any distribution or disposition by Licencee to any branch, agency, office, division, subdivision, subsidiary or affiliate of the Licencee is strictly prohibited without the consent of RSI. The Licencee shall not reverse engineer, decompile or disassemble the Data or transfer the Data to another machine readable language, or attempt any foregoing.

Examples of RESTRICTION ON TRANSFER in a sentence

  • THE RESTRICTED STOCK REPRESENTED HEREBY IS SUBJECT TO A RESTRICTION ON TRANSFER PURSUANT TO THE PROVISIONS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF SUCH RESTRICTED STOCK, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT.

  • THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO SECTION 8.10 OF THAT CERTAIN ASSET PURCHASE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE STOCKHOLDER LISTED ON THE FACE HEREOF, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND SUCH RESTRICTION ON TRANSFER WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST.

  • NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH RESTRICTION ON TRANSFER.

  • Commissioner of Corporations 260.141.11: RESTRICTION ON TRANSFER.

  • THE RESTRICTED SHARES REPRESENTED HEREBY ARE SUBJECT TO A RESTRICTION ON TRANSFER PURSUANT TO THE PROVISIONS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF SUCH RESTRICTED SHARES, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT.

  • ENFORCEABILITY OF RESTRICTION ON TRANSFER OF CERTAIN SECURITIES Sec.

  • THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A RESTRICTION ON TRANSFER FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT UNDER THE ACT FOR AN OFFERING OF THE CORPORATION’S SECURITIES PURSUANT TO AN AGREEMENT BY AND BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER OF SUCH SECURITIES.

  • RESTRICTION ON TRANSFER Except for any Permitted Transfer, Participant shall not transfer, assign, encumber or otherwise dispose of any of the Purchased Shares that are subject to the Repurchase Right.

  • ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER Designation of Number of securities held in Percentage of class escrow or that are subject to a class contractual restriction on transfer (2) In a note to the table disclose the name of the depository, if any, and the date of and conditions governing the release of the securities from escrow or the date the contractual restriction on transfer ends, as applicable.

  • These forms and documents contributed to the development of the Model and are being kept on file by the Company.


More Definitions of RESTRICTION ON TRANSFER

RESTRICTION ON TRANSFER. Options will be non-transferable, except without consideration to a trust or partnership the only beneficiaries or partners (as the case may be) of which are immediate family member of Executive; shares obtained upon the exercise of options may be transferred only in accordance with the laws of descent and distribution. Other than with respect to transfers of options pursuant to the preceding sentence, no third party shall have any direct or indirect beneficial interest in the options or the shares obtained upon the exercise thereof.

Related to RESTRICTION ON TRANSFER

  • RMB Non-Transferability means the occurrence of any event that makes it impossible for the Issuer to deliver RMB between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong (including where the RMB clearing and settlement system for participating banks in Hong Kong is disrupted or suspended), other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Issuer due to an event beyond its control, to comply with such law, rule or regulation);

  • Non-transferability means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

  • Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.

  • Existing Transfer Restrictions means Transfer Restrictions on the Collateral Shares:

  • Right of First Refusal Agreement means that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, by and between the Company, the Investors and the Stockholders (in each case, as defined therein), dated as of the date hereof, and as may be amended from time to time.

  • Transfer Restriction means any condition to or restriction on the ability of the Subscriber to pledge, sell, assign or otherwise transfer the Shares under any organizational document, policy or agreement of, by or with the Company, but excluding the restrictions on transfer described in paragraph 6(c) of this Subscription Agreement with respect to the status of the Shares as “restricted securities” pending their registration for resale or transfer under the Securities Act in accordance with applicable securities laws.

  • Right of First Refusal means the Company’s right of first refusal described in Section 8.

  • Right of First Refusal and Co-Sale Agreement means the agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit F attached to this Agreement.

  • Restriction of Use means, in respect of any day, any difference from the normal capability of all or any part of the Routes (where the normal capability of the Routes is expressed in the Applicable Timetable Planning Rules relevant to that day notified to each Timetable Participant on or before D-26) which results in:

  • Right of First Offer has the meaning set forth in Section 8.7.

  • Original Holder shall have the meaning given in the Recitals.

  • Transfer Provisions means the provisions of Section 00-00-000 of the FILOT Act, as amended or supplemented from time to time, concerning, among other things, the necessity of obtaining County consent to certain transfers.

  • Investment Restrictions means the investment restrictions of the Fund as set forth in the Declaration of Trust including, without limitation, those described in section 2.0 of this Annual Information Form.

  • Transfer Restriction Event shall have the meaning specified in Section 2.11.

  • restriction of processing means the marking of stored personal data with the aim of limiting their processing in the future;

  • Ownership Restrictions means collectively the Ownership Limit as applied to Persons other than the Initial Holder or Look-Through Entities, the Initial Holder Limit as applied to the Initial Holder and the Look-Through Ownership Limit as applied to Look-Through Entities.

  • Dealing Restrictions means restrictions imposed by statute, order, regulation or Government directive, or by the Model Code or any code adopted by the Company based on the Model Code and for this purpose the Model Code means the Model Code on dealings in securities set out in Listing Rule 9, annex 1 (of the London Stock Exchange), as varied from time to time;

  • Internal lot restriction means a platted note, platted demarcation, or platted

  • transfer of funds means any transaction at least partially carried out by electronic means on behalf of a payer through a payment service provider, with a view to making funds available to a payee through a payment service provider, irrespective of whether the payer and the payee are the same person and irrespective of whether the payment service provider of the payer and that of the payee are one and the same, including:

  • Put Restriction means the days between the beginning of the Pricing Period and Closing Date. During this time, the Company shall not be entitled to deliver another Put Notice.

  • Shareholders Agreement has the meaning set forth in the recitals.

  • Restriction Notice has the meaning set forth in Section 8.04(f) hereof.

  • Transfer Restricted Note means any Note that bears or is required to bear the Restricted Notes Legend.

  • SEC Restrictions has the meaning set forth in Section 2(b).

  • Investors Agreement has the meaning set forth in Section 6.01(e).

  • Permitted Transfers has the meaning set forth in Section 4.2.17(d).