Share Restrictions definition

Share Restrictions means the restrictions on the sale of shares set forth in Section 3.1.1(a) of the Stockholders’ Agreement (which shall continue to apply as provided therein, and which, for the avoidance of doubt, nothing in this Agreement or the HL Management Registration Rights Agreement is intended to, or shall be interpreted to, waive or supersede).
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Share Restrictions means the (i) restrictions on the sale of shares (subject to any exceptions thereto) set forth in the individual lock-up agreement entered into by each HL Management Stockholder and the Company (which each HL Management Stockholder acknowledges shall continue to apply as provided therein, and which, for the avoidance of doubt, nothing in this Agreement or the ORIX Registration Rights Agreement is intended to, or shall be interpreted to, waive or supersede), and (ii) any restrictions, limitations, or conditions on the sale of shares imposed on HL Management Stockholders by the Company, in the sole discretion of the Board of Directors, or as a result of any current or future obligation of the Company.
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Share Restrictions means the restrictions on the sale of shares set forth in Section 3.1.1(a) of the Stockholders’ Agreement (which shall continue to apply as provided therein, and
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Examples of Share Restrictions in a sentence

  • The purchase price for the Purchased Assets (the “Purchase Price”) shall consist of the aggregate of (i) 15,000,000 shares of common stock, par value $0.0001 per share, of Seller, owned by Buyer (the “NantHealth Shares”), and delivered to Seller free and clear of all Encumbrances, other than Permitted Share Restrictions, and (ii) the Assumed Liabilities.

  • Subject to fulfillment or waiver of the conditions set forth in Article IX, at the Closing Buyer shall effect the delivery to Seller of the NantHealth Shares free and clear of all Encumbrances (except for Permitted Share Restrictions).

  • Restricted Shares to which the Share Restrictions have not so lapsed will be forfeited and returned to Seal Fleet as provided in Paragraph 8.2(a).

  • In the event of the termination of employment or association of a Participant during the Restriction Period by reason of death, total and permanent disability, Retirement, or discharge from employment or association other than a discharge for cause, the Committee may, at its discretion, remove Share Restrictions on Restricted Shares subject to a Restricted Share award.

  • Buyer is the sole beneficial owner of and has good and marketable title to the NantHealth Shares, free and clear of all Encumbrances, except for Permitted Share Restrictions.

  • The Committee may shorten the Restriction Period or remove any or all Share Restrictions if, in the exercise of its absolute discretion, it determines that such action is in the best interests of Seal Fleet and equitable to the Participant.

  • Each HL Management Stockholder may assign its rights and obligations under this Agreement to any transferee that acquires Registrable Shares from such HL Management Stockholder in a transaction that does not violate the Share Restrictions; provided that such transferee executes an agreement to be bound hereby in the form attached hereto as Exhibit A (a “Joinder”), an executed counterpart of which shall be furnished to the Company.

  • The Seller’s IE Common Shares shall contain an appropriate legend reflecting the Seller’s IE Common Share Restrictions.

  • Subject to the Share Restrictions, ORIX shall have the right to request that the Company file a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by ORIX by delivering a written request to the Company specifying the kind and number of shares of Registrable Securities ORIX wishes to Register and the intended method of distribution thereof (a “Demand Registration”).

  • Amalco shall be authorized to issue an unlimited number of common shares and an unlimited number of preferred shares, issuable in series; Share Restrictions.


More Definitions of Share Restrictions

Share Restrictions has the meaning set forth in Section 6.14(a).
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Related to Share Restrictions

  • 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.

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

  • Company Restricted Shares means shares of Company Common Stock granted under a Company Equity Plan, or issued upon “early exercise” of an option granted under a Company Equity Plan, that remain subject to one or more unsatisfied vesting or vesting-equivalent forfeiture or repurchase conditions.

  • 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.

  • 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.

  • Company Restricted Stock means each share of restricted Company Common Stock issued by the Company, which is subject to vesting conditions and rights to repurchase or reacquire by the Company, whether granted by the Company pursuant to a Company Option Plan, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.

  • Company Restricted Share means each restricted share of Company Common Stock outstanding as of the Effective Time granted pursuant to any equity or compensation plan or arrangement of the Company.

  • Restricted Shares shall have the respective meanings set forth in Section 2.14.

  • 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;

  • 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).

  • 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.

  • Restricted Share Units means an Award which may be earned in whole or in part upon the passage of time or the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator.

  • Age-restricted unit means a housing unit designed to meet the needs of, and exclusively for, the residents of an age-restricted segment of the population such that: 1) all the residents of the development wherein the unit is situated are 62 years of age or older; or 2) at least 80 percent of the units are occupied by one person who is 55 years of age or older; or 3) the development has been designated by the Secretary of the U.S. Department of Housing and Urban Development as “housing for older persons” as defined in Section 807(b)(2) of the Fair Housing Act, 42 U.S.C. § 3607.

  • 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.

  • Company Restricted Stock Award means each award with respect to a share of restricted Company Common Stock outstanding under any Company Stock Plan that is, at the time of determination, subject to forfeiture or repurchase by the Company.

  • 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.

  • Restricted Share Agreement means the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares.

  • Period of Restriction means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

  • Transfer Restriction means any condition to or restriction on the ability of the Subscriber to pledge, sell, assign or otherwise transfer the Shares under any organizational document, policy or agreement of, by or with the Company, but excluding the restrictions on transfer described in paragraph 6(c) of this Subscription Agreement with respect to the status of the Shares as “restricted securities” pending their registration for resale or transfer under the Securities Act in accordance with the terms of this Subscription Agreement.

  • Company Restricted Stock Unit means any restricted stock unit award subject to service-based vesting, payable in shares of Company Common Stock or the value of which is determined with reference to the value of shares of Company Common Stock, whether granted under a Company Stock Plan or otherwise.

  • Vesting Conditions means those conditions established in accordance with Section 8.4 or Section 10.2 of the Plan prior to the satisfaction of which shares subject to a Restricted Stock Award or Restricted Stock Unit Award, respectively, remain subject to forfeiture or a repurchase option in favor of the Company upon the Participant’s termination of Service.

  • 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.

  • Restricted Stock means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan, or issued pursuant to the early exercise of an Option.

  • 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 Share Award means an award of Restricted Shares.