Restrictions on Transfer. The Interest will be non-transferable, except with respect to a transfer to a trust or partnership, the only beneficiaries or partners (as the case may be) of which are immediate family member of Employee, or in accordance with the terms of any applicable operating agreement or shareholders agreement and the laws of descent and distribution. Other than with respect to transfers pursuant to the preceding sentence, no third party shall have any direct or indirect beneficial interest in the Interest.

Restrictions 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.

Restrictions on Transfer. The Phantom Shares will be non-transferable, except with respect to a transfer to a trust or partnership, the only beneficiaries or partners (as the case may be) of which are immediate family member of Employee, or in accordance with the terms of any applicable operating agreement or shareholders agreement and the laws of descent and distribution. Other than with respect to transfers pursuant to the preceding sentence, no third party shall have any direct or indirect beneficial interest in the Phantom Shares. FAIR MARKET VALUE: Fair market value of vested Phantom Shares on a Termination Date shall be determined by multiplying the "equity value" of Holdings by a fraction, the numerator of which shall be the number of vested Phantom Shares and the denominator of which shall be the total number of fully diluted shares of Holdings common stock (assuming that all options, warrants or other securities which are convertible or exchangeable for common stock are outstanding). The equity value of Holdings on a Termination Date shall be determined by the Board of Directors of Holdings in good faith by selecting an appropriate multiple and then multiplying the consolidated EBITDA for the latest four fiscal quarters by such multiple and then subtracting from such amount all debt, preferred stock and other obligations on a consolidated basis of Holdings, if any.

Examples of Restrictions on Transfer in a sentence

Restrictions on Transfer The Notes are subject to restrictions on transfer, as described in the ‘Subscription and Sale" section of the Programme Memorandum and ‘Selling Restrictions" section of this Series Memorandum.
Restrictions on Transfer of Securities There are no restrictions on the transfer of securities.
Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary.
Restrictions on Transfer of Funds and CapitalThe dividends paid by the Bank are subject to regulations and limitations prescribed by state and federal supervisory agencies.
Restrictions on Transfer of the Stock Acquisition Rights: Transfer of the Stock Acquisition Rights shall be subject to an approval of the Board of Directors of the Company.

More Definitions of Restrictions on Transfer

Restrictions on Transfer. None of the Preferred Stock, the Warrants or the Common Stock issuable upon conversion of the Preferred Stock (collectively, the "Securities") has been registered under the Securities Act and the Securities may not be sold or transferred without registration under the Securities Act or an exemption therefrom. In connection with a transfer by a Purchaser pursuant to an exemption from registration, the Company will have the right to require such Purchaser to deliver an opinion of counsel stating that such transfer is being made in compliance with the Securities Act.

Restrictions on Transfer. SUBJECT TO ALL APPLICABLE HOLD PERIODS PROVIDED FOR BY THE QUEBEC SECURITIES ACT, GRAPH-TECH SHALL AGREE:

Restrictions on Transfer. OF A CERTIFICATED SECURITY FOR A BENEFICIAL INTEREST IN A GLOBAL SECURITY. A Certificated Security may not be exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:

Restrictions on Transfer. Except for Permitted Transfers, securities of the Surviving Corporation may not be transferred (including by assignment, pledge, hypothecation, by operation of law, proxy or voting agreement or similar arrangement) without the prior written consent of the holders of 50% of the then outstanding Common Stock of the Surviving Corporation (the "Requisite Holders").

Restrictions on Transfer means restrictions on the sale, offers to sell, contract or agreements to sell, hypothecate, pledge, grant any option to purchase, make any "short sale" or otherwise dispose of or agree to dispose of, directly or indirectly, any securities of the Company, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to any securities of the Company owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission, in each case, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities of the Company. "Short sales" for purposes of the preceding definition shall have the meaning as defined in Rule 200 of Regulation SHO adopted under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker- dealers or foreign regulated brokers having the effect of hedging the securities of the Company.

Restrictions on Transfer. The Preferred Stock (including the Common Stock received upon conversion thereof) and Common Stock issued pursuant to the Plan of Reorganization will be subject to restrictions on transfer, including a right of first refusal in 6 K&E 18039293.7 US1DOCS 7800403v3 K&E 18039293.12 favor of the Company and holders of more than 8% of the fully diluted Common Stock (on an as-converted basis).