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 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.

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.

Examples of Securities Law Restrictions in a sentence

• 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.

• 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.

• 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).

• The Transaction Shares delivered to the Purchaser and the Restricted ADSs recorded under the name of the Purchaser or its nominee immediately after the Deposit and Conversion pursuant to this Agreement shall be free and clear of all Encumbrances and Transfer Restrictions (other than the Permitted Securities Law Restrictions).

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

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

• Accredited Investor; Securities Law Restrictions Purchaser is an "accredited investor" (as defined in Rule 501(a)(5) under the Securities Act) and is acquiring the Acquired Stock hereunder for its own account.

• 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.

• The initial installment of 12,629 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, on the date that Executive executes and delivers to the Company a counterpart of this Agreement, together with an executed copy of the Spousal Consent.

More Definitions of Securities Law Restrictions

Securities Law Restrictions has the meaning set forth in Section 3.2.

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.