Restriction on Transfer of Shares. Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).
Restriction on Transfer of Shares. (a) The Company shall, in respect of the transfer of the registered ownership of any Ordinary Share Capital, make appropriate provisions in its articles of association to ensure compliance with the following provisions of this Section 10.3 and shall include appropriate legends on all share certificates evidencing Ordinary Share Capital of the Company to put prospective purchasers of such Ordinary Share Capital on notice of the restrictions in the following provisions and, to the extent permitted by the Laws of Bangladesh, shall not register or give effect to any purported transfer of Ordinary Share Capital that is not in compliance with such restrictions or do not bear such legend.
(b) The Company shall decline to register the transfer of issued Ordinary Share Capital to persons of a nationality that is specifically proscribed in any notice delivered by the GOB to the Company for the period specified in such notice or until such time that the Company is notified that the proscription is revised or rescinded. The GOB undertakes that it shall not proscribe any nationalities other than those nationalities that the GOB considers in its sole discretion to be prejudicial to the national security interest of Bangladesh for persons having such nationality to hold Ordinary Share Capital. The Company shall use reasonable means under the circumstances to investigate the declaration of nationality stated on any application for registration or transfer of Ordinary Share Capital if, as a result of such transfer, the Investor making such application would hold 5% (five percent) or more of the issued Ordinary Share Capital of the Company. In all other cases, the Company shall be entitled to rely on such declaration to determine whether registration is permitted under this Section 10.3(b). Where any such declaration discloses that the prospective purchaser is a national of Bangladesh or the nationality of a state not proscribed by the GOB in its notice to the Company, then the Company shall be at liberty to register the transfer or issue of the shares.
(c) The Lead Shareholder may not effect any transfer of the Ordinary Share Capital owned, directly or through one or more wholly-owned subsidiary companies or corporations, by it which would result (i) in the Lead Shareholder owning less than 51% (fifty-one percent) of the Ordinary Share Capital at any time prior to the Commercial Operations Date or (ii) in the Lead Shareholder owning less than 40% (forty percent) of the Ord...
Restriction on Transfer of Shares. (a) Except as provided with respect to Xxxxxxx in Section 3.1(b) below, such Stockholder shall not, directly or indirectly: (i) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) or enter into any contract, option, derivative, hedging or other arrangement or understanding (including any profit-sharing arrangement) with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (any of the foregoing, a “Transfer”), any or all of the Subject Shares or any interest therein, except to any Affiliate of such Stockholder who agrees in writing to be bound by the terms of this Agreement as a Stockholder, and, in the case of stockholders that are individuals, to members of the Stockholder’s immediate family or trusts for the benefit of such Stockholder or members of such Stockholder’s immediate family, (ii) grant any proxies or powers of attorney, deposit any of the Subject Shares into a voting trust or enter into any other voting arrangement or permit to exist any Lien of any nature whatsoever with respect to the Subject Shares (other than any Liens created by or arising under this Agreement or existing by operation of Law) or (iii) commit or agree to take any of the foregoing actions.
(b) Notwithstanding the provisions of Section 3.1(a) of this Agreement, Purchaser acknowledges and agrees that Xxxxxxx (either individually or through an XXX account or other pension account maintained by Xxxxxxx) shall be entitled to sell up to 30,000 shares of Common Stock, whether or not such shares are Subject Shares, and up to 3,000 shares of Preferred Stock during the term of this Agreement under Rule 144 in the open market, free and clear of any of the restrictions contained in this Agreement and the Purchaser agrees that in the event of any such sale, the terms and conditions and any rights created herein in favor of Purchaser shall be void and of no effect whatsoever in the event of any such sale, as pertains to the sale of up to 30,000 shares of Common Stock and 3,000 shares of Preferred Stock by Xxxxxxx.
Restriction on Transfer of Shares. Director shall not Transfer any of the Shares owned by Director until such restriction on the Transfer of the Shares is removed pursuant to this Agreement. For purposes of this Agreement, the term “Transfer” shall mean any sale, exchange, assignment, gift, encumbrance, lien, transfer by bankruptcy or judicial order, transfer by operation of law and all other types of transfers and dispositions, whether direct or indirect, voluntary or involuntary.
Restriction on Transfer of Shares. (a) Except as otherwise provided in this Agreement, Shareholder may not, without the written consent of the Corporation, transfer any Shares subject to this Agreement, including additional shares which Shareholder may acquire at a future date by purchase, stock split, stock dividend or recapitalization, until he shall have given the Corporation the opportunity to buy such Shares on the terms and conditions hereinafter expressed. Any attempted transfer in contravention of this Agreement shall be null and void.
(b) As used in this Paragraph 2, the term "transfer" shall mean any proposed disposition of Shareholder's Shares by any means whatsoever, including, without limitation, the occurrence of the following events:
Restriction on Transfer of Shares. (a) The Stockholder shall not, directly or indirectly: (i) offer for sale, sell (including short sales), transfer, tender, (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law), pledge, encumber, assign or otherwise dispose of (including by gift) or enter into any contract, option, derivative, hedging or other arrangement or understanding (including any profit-sharing arrangement) with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of any or all of the Subject Common Shares or any interest therein (any of the foregoing, a “Transfer”), except to any affiliate of the Stockholder, provided that such affiliate agrees in writing to be bound by the terms of this Agreement, or Transfers which occur by operation of law or with the Company’s prior written consent, (ii) grant any proxies or powers of attorney (other than pursuant to this Agreement or to an affiliate of the Stockholder that agrees in writing to be bound by the terms of this Agreement) with respect to the Subject Common Shares, deposit any of the Subject Common Shares into a voting trust or enter into any other voting arrangement (other than with an affiliate of the Stockholder that agrees in writing to be bound by the terms of this Agreement) or permit to exist any other Lien of any nature whatsoever with respect to the Subject Common Shares (other than such other Liens created by or arising under this Agreement or existing by operation of law), or (iii) commit or agree to take any of the foregoing actions.
Restriction on Transfer of Shares. The provisions in the Plan regarding Transfer Restrictions shall apply to the Shares.
Restriction on Transfer of Shares. Except as permitted in Paragraph 2 below, Xxxxxxx covenants and agrees for himself that he shall not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or otherwise directly or indirectly dispose of or transfer the Shares (defined below), or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares (collectively, the “Restrictions”) until the earliest to occur of: (i) the consummation of a sale (in a single transaction or in a series of related transactions) of BioLargo by means of a sale of (a) a majority of the then outstanding common stock of BioLargo (whether by merger, consolidation, sale or transfer of common stock, reorganization, recapitalization or otherwise) or (b) all or substantially all of the assets of BioLargo; and (ii) the successful commercialization of BioLargo’s products or technologies as demonstrated by its receipt of at least $3,000,000 in cash, or the recognition of $3,000,000 in revenue, over a 12-month period from the sale of products and/or the license of technology; and (iii) the Company’s breach of the employment agreement between the Company and Xxxxxxx dated May 2, 2017 and resulting in Xxxxxxx’x termination.
Restriction on Transfer of Shares. Notwithstanding anything in this Agreement to the contrary, and in addition to the provisions of Section 4 of this Agreement, the Employee hereby agrees that he shall not sell, transfer by any means or otherwise dispose of the Shares acquired by him without registration under the Securities Act, or in the event that they are not so registered, unless (i) an exemption from the Securities Act registration requirements is available thereunder, and (ii) the Employee has furnished the Company with notice of such proposed transfer and the Company’s legal counsel, in its reasonable opinion, shall deem such proposed transfer to be so exempt.
Restriction on Transfer of Shares. Such Stockholder shall not, and shall use commercially reasonable efforts to cause the Other Stockholders not to, directly or indirectly: (i) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) or enter into any Contract, option, derivative, hedging or other arrangement or understanding (including any profit-sharing arrangement) with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (any of the foregoing, a “Transfer”), any or all of the Subject Shares or Other Subject Shares, as applicable, or any interest therein, except to any Affiliate of such Stockholder or Other Stockholder, as applicable, who agrees in writing to be bound by the terms of this Agreement or Transfers to Parent which occur pursuant to the Management Stockholders Agreement, (ii) grant any proxies or powers of attorney, deposit any of the Subject Shares or Other Subject Shares, as applicable, into a voting trust or enter into any other voting arrangement or permit to exist any Lien of any nature whatsoever with respect to the Subject Shares or Other Subject Shares, as applicable (other than any Liens created by or arising under this Agreement or existing by operation of Law) or (iii) commit or agree to take any of the foregoing actions.
