Restrictions on Transfer; Legends. (a) The Transferor Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated, or otherwise conveyed (collectively, for purposes of this Section and any other Section referring to the Transferor Certificates, "transferred" or a "transfer") only in accordance with this Section.
(b) No transfer of a Transferor Certificate will be made unless the transfer is exempt from the registration requirements of the Securities Act of 1933 (the "Act") and any applicable state securities laws or is made in accordance with the Act and those laws. Except for the initial issuance of a Transferor Certificate to the Transferor (and any subsequent transfer by that Transferor to one of its Affiliates), the Owner Trustee will require either:
(i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Owner Trustee certifying to the Owner Trustee the facts surrounding the transfer, which investment letter shall not be an expense of the Owner Trustee or
(ii) an Opinion of Counsel acceptable to and in form and substance satisfactory to the Owner Trustee and the Depositor that the transfer may be made pursuant to an exemption from the Act, describing the applicable exemption and its basis, or is being made pursuant to the Act, which Opinion of Counsel shall not be an expense of the Owner Trustee or the Depositor. The holder of a Transferor Certificate desiring to effect a transfer shall indemnify the Trust against any liability that may result if the transfer is not so exempt or is not made in accordance with any federal and state laws.
(c) No transfer of an interest in a Transferor Certificate will be made unless the Owner Trustee has received either:
(i) a representation letter from the proposed Transferor, acceptable to and in form and substance satisfactory to the Owner Trustee, to the effect that the proposed Transferor is not an employee benefit plan subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code, nor a person acting on behalf of, or investing plan assets of, any such plan, which representation letter shall not be an expense of the Owner Trustee; or
(ii) an Opinion of Counsel acceptable to the Owner Trustee to the effect that the purchase or holding of the Transferor Certificate will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owner Trustee to any obligation in addition to those undertaken in this ...
Restrictions on Transfer; Legends. (a) At the Effective Time, none of the shares of Aros Issuable Stock, the ReGen Options and Warrants nor the Aros Common Stock issuable upon conversion of any of the Aros Issuable Stock or exercise of the ReGen Options and Warrants (collectively, the “Restricted Securities”), nor the offer and sale thereof, will have been registered under the Securities Act or the securities laws of any state. None of the Restricted Securities may be sold, offered for sale or transferred in any manner for an indefinite period of time unless and until (i) a registration statement with respect thereto is in effect under the Securities Act and applicable state laws, or (ii) it has been established to the reasonable satisfaction of Aros and its counsel that the proposed transaction is exempt from registration under the Securities Act and applicable state laws or that registration under the Securities Act and applicable state laws is not required.
(b) It is understood that each certificate representing the Restricted Securities shall bear the following legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR SAID LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT AND PROXY WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND PROXY. A COPY OF SUCH STOCKHOLDERS AGREEMENT AND PROXY WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.”
Restrictions on Transfer; Legends. Any shares of Parent Common Stock issued in the Merger will not be transferable except (1) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) or (2) upon receipt by Parent of a written opinion of counsel reasonably satisfactory to Parent that is knowledgeable in securities laws matters to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act and relevant state securities laws. Restrictive legends must be placed on all certificates representing shares of Parent issued in the Merger, substantially as follows: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND WERE OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.”
Restrictions on Transfer; Legends. Option Shares will be deemed "restricted securities" for purposes of the Securities Act of 1933, as amended (the "Securities Act"). Accordingly, such shares must be sold in accordance with the registration requirement of the Securities Act and any State "Blue Sky" laws or an exemption therefrom. Employee acknowledges that the Company may put a legend on the certificate or certificates representing the Option Shares stating that the shares represented thereby have restrictions on transfer and are subject to rights of first refusal and repurchase by the Company.
Restrictions on Transfer; Legends. Regardless whether the sale or issuance of the Shares has been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or qualified under the securities laws of any state of the United States of America, the Company may impose restrictions upon the sale, assignment, pledge or other transfer of the Shares, if, in the judgment of the Company and the Company's counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Securities Act, the securities laws of any state, or any other law. Stock certificates evidencing any Shares may bear such restrictive legends as the Company and the Company's counsel deem necessary or advisable under applicable law or pursuant to this Agreement.
Restrictions on Transfer; Legends. Share certificates representing Parent ADS issued pursuant to this Agreement will contain customary legends restricting the transfer of the Parent ADS, including the restrictions described in Section 4.1 and Parent will notify its transfer agent of such restrictions; which legends will be removed from an Parent ADS certificate at the request of the relevant holder thereof in connection with the proposed transfer thereof, including, in the case of the Securities Act legend, receipt by Parent of an opinion of counsel, in form and substance satisfactory to Parent, or a no-action letter from the SEC addressed to Parent, to the effect that registration under the Securities Act is unnecessary in respect of such proposed transfer, in reliance upon SEC Rule 144 or 145 or such other available exemption under the Securities Act, and that such legend is not required by law to appear on such certificate.
Restrictions on Transfer; Legends. Until the Registration Statement has been declared effective by the SEC pursuant to the Securities Act, Ordinary Share Recipients may not offer to sell, sell, contract to sell, pledge or otherwise transfer or dispose of, directly or indirectly, the Ordinary Shares other than pursuant to an available exemption from the registration requirements of the Securities Act. Share certificates representing shares of Ordinary Shares issued to the Ordinary Share Recipients will contain customary legends restricting the transfer of the Ordinary Shares and Parent will notify its transfer agent of such restrictions; which legends will be removed from an Ordinary Share certificate at the request of the relevant Ordinary Share Recipient or another holder thereof in connection with the proposed transfer thereof, including, in the case of the securities Laws legend, receipt by Parent of an opinion of counsel, in form and substance satisfactory to Parent, or a no-action letter from the SEC addressed to Parent, to the effect that registration under the Securities Act is unnecessary in respect of such proposed transfer, in reliance upon SEC Rule 144 or 145 or such other available exemption under the Securities Act, and that such legend is not required by law to appear on such certificate.
Restrictions on Transfer; Legends. (a) The Purchaser agrees to not, without the prior written consent of the Company, directly or indirectly, make any offer, sale, assignment, transfer, encumbrance, contract to sell, grant of an option to purchase or other disposition of any Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by such Purchaser on the date hereof or hereafter acquired for a period of six months subsequent to the date hereof. The Purchaser agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent against the transfer of Shares except in compliance with this Agreement.
(b) The Purchaser acknowledges and agrees that the certificates or other evidence representing such Purchaser’s ownership of the Shares shall bear legends in substantially the following form: (in addition to any other legend which may be required by other agreements between the parties hereto): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”
Restrictions on Transfer; Legends. (a) Each of the Purchasers agrees that it will not Transfer, pledge, mortgage, hypothecate or grant a security interest in any of the Restricted Securities, except pursuant to an effective registration statement under the Act or an applicable exemption from registration under the Act.
(b) So long as the Restricted Securities are not sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 under the Act, the Restricted Securities shall be subject to a stop-transfer order and the certificates therefor shall bear the following legend by which each holder thereof shall be bound: "THE [WARRANTS EVIDENCED BY THIS WARRANT CERTIFICATE/SHARES REPRESENTED BY THIS CERTIFICATE] MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER AS EVIDENCED BY AN OPINION OF COUNSEL DELIVERED AND REASONABLY ACCEPTABLE TO THE COMPANY."
(c) After the termination of the legend requirements of Section 6.2.4(b), the Company shall, upon the written request of the holder of the Restricted Securities and receipt by the Company of evidence reasonably satisfactory to it that such requirement has terminated (including, with respect to the legend required by the Section 6.2.4(b), a written opinion of outside counsel), issue certificates for such Restricted Securities that do not bear all or part of the legend described in Section 6.2.4(b).
Restrictions on Transfer; Legends. (a) The Closing Limited Partner Units may not be transferred (whether by sale, assignment, pledge or otherwise) by the Seller Parties or any Permitted Transferee (i) unless such transfer is registered under the Securities Act or is made pursuant to the exemption from registration under Section 4(1) of the Securities Act or Rule 144 under the Securities Act, (ii) without affording the Partnership the Right of First Refusal and (iii)(A) in a non-Brokers’ Transaction, to any Person that is not a citizen of the United States within the meaning of Section 50501 of Title 46 of the United States Code for the purpose of operating vessels in the coastwise trade of the United States (a “Non-Citizen”) or (B) in a Brokers’ Transaction, knowingly to a Non-Citizen.
(b) Notwithstanding anything in this Agreement to the contrary, the Stockholder may give as a gift or bequeath Closing Limited Partner Units to any relative of the Stockholder or donate such Closing Limited Partner Units to any trust established by the Stockholder for estate planning purposes, at any time without compliance with the Right of First Refusal or the provisions of Section 5.16(c), such transferee in each case to be hereinafter referred to as a “Permitted Transferee;” provided that (i) the Permitted Transferee in each case agrees in writing to take such Closing Limited Partner Units subject to the transfer restrictions set forth in Section 5.16(a), (ii) such transfer is effected in a transaction registered under the Securities Act or in compliance with an exemption thereunder and (iii) such transfer does not call into question the exemption from registration under which the Closing Limited Partner Units were initially issued by the Partnership to Cenac Towing and the Stockholder.
(c) Except as permitted by Section 5.16(b), prior to any proposed transfer (whether by sale, assignment, pledge or otherwise) of the Closing Limited Partner Units by a Seller Party or a Permitted Transferee, the proposed transferor (the “Transferor”) will give written notice to the Partnership of its intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, contain evidence of citizenship of the proposed transferee (for a non-Brokers’ Transaction) and shall be accompanied by a written opinion of legal counsel who shall be reasonably satisfactory to the Partnership, addressed to the Partnership, to the effect that (i) the proposed transfer ...
