Restrictions on Transfer definition

Restrictions on Transfer. The Options and 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 Options.

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

Examples of Restrictions on Transfer in a sentence

• THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.

• Certificates or other instruments representing the Shares (including crypto-tokens) shall bear a digital or physical restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates or instruments): THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFER PURSUANT TO THE COMPANY’S OPERATING AGREEMENT AND THE SUBSCRIPTION AGREEMENT PURSUANT TO WHICH THESE SECURITIES WERE ORIGINALLY SOLD.

• THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

• THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL OPTIONS HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.

• THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER.

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. Each Member may sell or transfer all or a portion of its membership interest in the Project Company to a third party, subject, however, to the Right of First Refusal of the other Member as set forth below.

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

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. Right of first offer and tag-along and drag-along rights, the terms of which shall be mutually agreed upon by the parties. ANNEX F Securities Purchase Agreement

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: (I) so long as the Securities are Restricted Securities, certification, in the form set forth in Exhibit B, that such Certificated Security is being transferred to a QIB in accordance with Rule 144A; and (II) written instructions directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate principal amount at maturity of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Certificated Security and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount at maturity of Securities represented by the Global Security to be increased by the aggregate principal amount at maturity of the Certificated Security to be exchanged, and shall credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in the Global Security equal to the principal amount at maturity of the Certificated Security so cancelled. If no Global Securities are then outstanding, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers' Certificate, a new Global Security in the appropriate principal amount at maturity.

Restrictions on Transfer. Shares of 5-1/4% Senior Preferred are non-transferable except to Microsoft affiliates. The underlying common stock is non-transferable for twenty-four months from closing, except for hedging transactions as provided for in the Purchase Agreement and to Microsoft affiliates. TERM SHEET FOR THE WARRANTS Issuer: NTL Incorporated ("NTL") Instrument: 1,200,000 warrants. Each warrant will entitle the holder to purchase one share of NTL common stock Exercise Price: $84 per share Exercise Period: At any time on or after the date of issuance and prior to 5:00 p.m. New York City time on the date that is the fifth anniversary of the date of issuance Anti-dilution: Subject to standard anti-dilution provisions