Securities Law Restrictions definition

Securities Law Restrictions means restrictions on the transferability of the Shares under applicable federal or state securities laws.
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Securities Law Restrictions has the meaning set forth in Section 3.2.
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Securities Law Restrictions means restrictions applicable to shares of the Netivation Stock by virtue of the fact that such shares of Netivation common stock will not be registered under the Securities Act and applicable state "Blue Sky" laws at or after the time of issuance, and must be held indefinitely unless or until (a) they are sold to Netivation, (b) they are subsequently registered under the Securities Act of 1933 and applicable state "Blue Sky" laws or (c) an exemption from such registration is available for any subsequent sale or distribution. The "Hold Restriction" means the Netivation Stock may be restricted as determined by the managing underwriter of Netivation's IPO, provided, however, such restrictions shall be no more restrictive than those imposed upon Netivation's common stock held by any of Netivation's officers and, in any event, shall expire no later than one (1) year after the effective date of the IPO. At least ninety (90) days prior to the expiration of any resale restrictions imposed by the underwriter, Netivation shall commence the process of registering the Netivation Stock under the Securities Act of 1933 and shall use its best efforts to conclude such registration as soon thereafter as possible.
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Examples of Securities Law Restrictions in a sentence

  • Any Transfer of Purchased Shares permitted hereunder shall be subject to the Securities Law Restrictions set forth in Section 6(g) and the S Corporation Restrictions set forth in Section 6(h).

  • The Transaction Shares delivered to the Purchaser pursuant to this Agreement shall be free and clear of all Encumbrances and Transfer Restrictions (other than the Permitted Securities Law Restrictions).

  • Each Seller is the record and beneficial owner of the Interests indicated as being owned by such Seller on Schedule 2.1(b), free and clear of any and all Liens other than any Securities Law Restrictions.

  • The Buyer acknowledges that upon its purchase of the Transaction Securities, each of the Transaction Securities shall be subject to the Permitted Securities Law Restrictions.

  • As of immediately prior to Closing, such Seller has the power and authority to sell, transfer, assign and deliver such Interests as provided in this Agreement and such delivery will convey to Purchaser good and valid title to such Interests, free and clear of any and all Liens other than any Securities Law Restrictions.

  • The Participant shall not transfer, assign, encumber, or otherwise dispose of any unvested Shares without the Company’s prior written approval in its sole and absolute discretion, except that the Participant may, transfer unvested Shares (A) by beneficiary designation, will, or intestate succession or (B) to the Participant’s Family Members or to a trust established by the Participant for the benefit of the Participant or the Participant’s Family Members.(iii) Securities Law Restrictions.

  • The Committee shall have the power to make each grant under the Plan subject to such conditions as it deems necessary or appropriate to comply with the then-existing requirements of the 1933 Act or the 1934 Act, including Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission.(b)Acknowledgment of Securities Law Restrictions on Exercise.

  • The Company shall not be obligated to take any affirmative action in order to cause the sale of shares under this Agreement to comply with any law.5.3 Restrictions on Transfer -- Securities Law Restrictions.

  • If and only if no cessation of Executive’s Continuous Service (as defined above) has occurred prior to July 31, 2010, then, on of that date, the initial installment of 25,258 of the Shares shall become Vested Shares and shall, therefore, cease to be subject to the Company’s Reacquisition Right and the other restrictions contained in this Agreement, other than any applicable Securities Law Restrictions.

  • Issuer will not permit any lien, security interest, charge, adverse claim, restriction on transfer or other encumbrance, other than the lien and security interest Issuer created hereby in favor of Holder and the Permitted Securities Law Restrictions, to exist upon any of the Collateral.


More Definitions of Securities Law Restrictions

Securities Law Restrictions means restrictions applicable to shares of the Netivation Stock by virtue of the fact that such shares of Netivation common stock will not be registered under the Securities Act and applicable state "Blue Sky" laws at or after the time of issuance, and must be held indefinitely unless or until (a) they are sold to Netivation, (b) they are subsequently registered under the Securities Act of 1933 and applicable state "Blue Sky" laws or (c) an exemption from such registration is available for any subsequent sale or distribution. The "Hold Restriction" means the Netivation Stock may be restricted as determined by the managing underwriter of Netivation's IPO, but in no event shall such Hold Restriction be longer than twelve months from the Effective Time.
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Securities Law Restrictions. The Company shall use commercially reasonable efforts to register the shares of Common Stock subject to the Option pursuant to the Securities Act of 1933 on Form S-8 or on such other form as may be available. Until the Option and shares of Common Stock covered by this Agreement have been registered under the Securities Act of 1933, as amended, the Optionee may be required by the Company to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares of Common Stock for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares of Common Stock or any part thereof.
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Related to Securities Law Restrictions

  • SEC Restrictions has the meaning set forth in Section 2(b).

  • Securities Laws means the Securities Act of 1933, the Securities Exchange Act of 1934, Xxxxxxxx-Xxxxx and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

  • Investment Restrictions means the investment restrictions of the Fund as set forth in the Declaration of Trust including, without limitation, those described in section 2.0 of this Annual Information Form.

  • Securities Law means the Israeli Securities Law, 5728-1968.

  • Existing Transfer Restrictions means Transfer Restrictions existing with respect to any securities by virtue of the fact that Counterparty may be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act).

  • Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.

  • Put Restriction means the days between the beginning of the Pricing Period and Closing Date. During this time, the Company shall not be entitled to deliver another Put Notice.

  • Trade Restrictions means trade, economic or investment sanctions, export controls, anti-terrorism, non- proliferation, anti-money laundering and similar restrictions in force pursuant to laws, rules and regulations imposed under Laws to which the Parties are subject.

  • Transfer Restriction means, with respect to any security or other property, any condition to or restriction on the ability of the holder thereof to sell, assign or otherwise transfer such security or other property or to enforce the provisions thereof or of any document related thereto, whether set forth in such security or other property itself or in any document related thereto or arising by operation of law, including, without limitation, such conditions or restrictions arising under federal, state or foreign laws or under any contracts, arrangements or agreements.

  • Dealing Restrictions means restrictions imposed by statute, order, regulation or Government directive, or by the Model Code or any code adopted by the Company based on the Model Code and for this purpose the Model Code means the Model Code on dealings in securities set out in Listing Rule 9, annex 1 (of the London Stock Exchange), as varied from time to time;

  • Federal Securities Laws means the Securities Act of 1933, the Securities Exchange Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Investment Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (the “Commission”) under any of these statutes, the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

  • U.S. Securities Laws means all applicable securities legislation in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws;

  • Ownership Restrictions means collectively the Ownership Limit as applied to Persons other than the Initial Holder or Look-Through Entities, the Initial Holder Limit as applied to the Initial Holder and the Look-Through Ownership Limit as applied to Look-Through Entities.

  • Private Restrictions means (as they may exist from time to time) any and all covenants, conditions and restrictions, private agreements, easements, and any other recorded documents or instruments affecting the use of the Property, the Building, the Leased Premises, or the Outside Areas.

  • Deed Restrictions means the deed restrictions to be recorded with respect to the Land, which deed restrictions shall be subject to the Director's approval and shall be commensurate with the nature and purpose of the Land as stated in the Recipient's application for grant funds under Revised Code Sections 164.20 through 164.27. The Deed Restrictions shall be perpetual and shall not be amended, released, extinguished or otherwise modified without the prior written approval of the Director, in the Director's sole discretion, who shall have full enforcement authority, as set forth more specifically in Section IX of this Agreement.

  • Company Restricted Shares means all shares of Company Common Stock subject to vesting restrictions and/or forfeiture back to the Company, whether granted under a Company Stock Plan or otherwise.

  • Israeli Securities Law means the Israeli Securities Law, 5728-1968, as amended, and the regulations promulgated thereunder.

  • Forfeiture Restrictions means any prohibitions and restrictions set forth herein with respect to the sale or other disposition of Shares issued to the Recipient hereunder and the obligation to forfeit and surrender such shares to the Company.

  • Restrictions means the restrictions on sale or other transfer set forth in Section 4.2 and the exposure to forfeiture set forth in Section 3.1.

  • Restricted Securities Legend means the legend set forth in Section 2.3(e)(i) herein.

  • Non-transferability means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

  • Applicable Securities Laws means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada.

  • Transfer Restricted Securities means Securities that bear or are required to bear the legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e) hereto.

  • Securities Lending Agreement means an agreement under which a local agency agrees to transfer securities to a borrower who, in turn, agrees to provide collateral to the local agency. During the term of the agreement, both the securities and the collateral are held by a third party. At the conclusion of the agreement, the securities are transferred back to the local agency in return for the collateral.