Restrictions on Disposition. The Stockholder hereby agrees, except as permitted in this Section 4(a) and Section 4(b) below, not to directly or indirectly, offer to sell, contract to sell, transfer, assign, cause to be redeemed or otherwise sell or dispose of any of the Parent Shares (collectively a "Disposition") received by the stockholder in connection with the Merger without the prior written consent of Cordiant. Notwithstanding anything to the contrary provided in this Agreement, the Stockholder shall have the right to transfer Parent Shares (i) to any Family Member, (ii) to the trustee or trustees of a trust solely (except for remote contingent interests) for the benefit of the Stockholder and/or one or more Family Members and/or a charitable organization (a "Family Member Trust"), (iii) to a foundation created or established by the Stockholder, or any other charitable organization, (iv) to a corporation of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding capital stock, (v) to a limited liability company of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding membership interests, (vi) to a partnership of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the partnership interests, (vii) to the executor, administrator or personal representative of the estate of the Stockholder or any other Family Member, or (viii) to any guardian, trustee or conservator appointed with respect to the assets of the Stockholder, provided, that in the case of any such transfer, the transferee shall execute an agreement to be bound by the terms of this Agreement (each such transfer, a "Permitted Transfer" and, collectively, the "Permitted Transfers"). For purposes of this Agreement, "Family Member" shall mean (a) the Stockholder's spouse, if living with the Stockholder, (b) any one of the following: the Stockholder's father, mother, issue, brother or sister, and the issue of a brother or sister, and (c) the spouse of any Family Member described in (b) above, if the spouse shall be living with that Family Member. The Stockholder hereby agrees and consents to the entry of stop transfer instructions with Cordiant's transfer agent against the transfer of such Parent Shares except in compliance with this Agreement. Notwithstanding the foregoing, the Stockholder may pledge, hypothecate or otherwise grant a security interest in all or a portion of the Parent Sh...
Restrictions on Disposition. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.3(f), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4.3(f), and, if so directed by the Company, such Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 4.3(b) shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 4.3(f) and to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 4.3(f).
Restrictions on Disposition. Schering covenants that in no event will it dispose of any of the Shares (other than pursuant to Rule 144 promulgated under the 1933 Act ("Rule 144") or pursuant to a registration statement filed with the Securities and Exchange Commission (the "SEC") pursuant to the 0000 Xxx) unless and until
(i) Schering shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition; and (ii) if requested by the Company, Schering shall have furnished the Company with an opinion of Schering's counsel, reasonably satisfactory in form and substance to the Company and the Company's counsel, to the effect that (a) such disposition will not require registration under the 1933 Act or (b) appropriate action necessary for compliance with the 1933 Act and any applicable state, local or foreign law has been taken. The restrictions on transfer imposed by this Section 3.1(f) shall cease and terminate as to the Shares when: (i) such securities shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration; or (ii) an opinion of the kind described in the preceding sentence states that all future transfers of such securities by the holder thereof would be exempt from registration under the 1933 Act. Each certificate evidencing the Shares shall bear an appropriate restrictive legend as set forth in Section 3.3 below, except that such certificate shall not be required to bear such legend after a transfer thereof if the transfer was made in compliance with Rule 144 or pursuant to a registration statement or, if the opinion of counsel referred to above is issued and provides that such legend is not required in order to establish compliance with any provisions of the 1933 Act.
Restrictions on Disposition. Until the exercise or expiry of Option rights hereunder, no Osprey Party may sell, assign, transfer, give, encumber, pledge or in any other way dispose of any of the Option Interests (including, without limitation, any Securities, Warrants, Transaction Document or any Conversion Securities), or any other right or option provided to it under the Subscription Agreement, in each case, without the prior written consent of the Purchaser.
Restrictions on Disposition. All shares acquired by Director pursuant to this Agreement shall be subject to the following restrictions: The shares will be "restricted securities" as defined in Rule 144 under the Securities Act of 1933 ("Act") and must be held unless subsequently registered under the Act or an exemption from such registration is available. The Company is not obligated to register the shares under the Act. The shares acquired pursuant to exercise of the Option shall be acquired for Director's own account for investment for an indefinite period and not with a view to the sale or distribution of any part or all thereof, by public or private sale or other disposition. Notwithstanding the foregoing, the Company may refuse to transfer the shares until it receives an opinion of counsel for the Company that such transfer is exempt from registration under the Act or qualification under any other securities law.
Restrictions on Disposition. Without in any way limiting the representations set forth in Section 3 above, the Investor further agrees not to make any disposition of all or any portion of the Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 4, and in addition thereto, one of the following conditions is satisfied:
Restrictions on Disposition. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.4(e), Section 2.4(k)(iii) or Section 2.4(k)(iv), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.4(e) or written notice from the Company that the registration statement is again effective and no amendment or supplement is needed. In the event that the Company shall give any such notice, the period referred to in Section 2.4(b) shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 2.4(e) and to and including the date when each seller of Registrable Securities covered by such registration statement shall have receive the copies of the supplemented and amended Prospectus contemplated by Section 2.4(e).
Restrictions on Disposition. Without in any way limiting the representations set forth above, each Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until:
Restrictions on Disposition. All shares of Common Stock acquired by the Optionee or any Permitted Transferee pursuant to this Agreement shall be subject to the restrictions on sale, encumbrance and other disposition provided by Federal or state law. As a condition precedent to receiving the shares of Common Stock covered by this Agreement, the Optionee or any Permitted Transferee may be required by the Corporation to submit a letter to the Company stating that the shares of Common Stock are being acquired for investment and not with a view to the distribution thereof. The Company shall not be obligated to sell or issue any shares of Common Stock pursuant to this Agreement unless, on the date of sale and issuance thereof, the shares of Common Stock are either registered under the Securities Act and all applicable state securities laws, or are exempt from registration thereunder. All shares of Common Stock issued to the Optionee or any Permitted Transferee pursuant to this Agreement may bear a restrictive legend summarizing any restrictions on transferability applicable thereto, including those imposed by Federal and state securities laws.
Restrictions on Disposition. All Option Shares acquired by the Optionee pursuant to this Agreement shall be subject to the restrictions on sale, encumbrance and other disposition provided by Federal or state law. As a condition precedent to receiving Option Shares upon the exercise of this Option, the Company may require that the Optionee submit a letter to the Company stating that the Option Shares are being acquired for investment and not with a view to the distribution thereof. The Company shall not be obligated to sell or issue any shares of Common Stock pursuant to this Agreement unless, on the date of sale and issuance thereof, the shares of Common Stock are either registered under the Securities Act of 1933, as amended, and all applicable state securities laws, or are exempt from registration thereunder. All Option Shares issued to the Optionee pursuant to this Agreement may bear a restrictive legend summarizing any restrictions on transferability applicable thereto, including those imposed by Federal and state securities laws.
