Statutory Transfer Restrictions definition

Statutory Transfer Restrictions means, with respect to any security, those transfer restrictions statutorily imposed on such security under the Securities Act and applicable state securities Legal Requirements.
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Examples of Statutory Transfer Restrictions in a sentence

  • Each record holder of Securities identified on Schedule 3.1(b) to the Disclosure Letter owns such Securities free and clear of all Encumbrances (other than Statutory Transfer Restrictions) and has good, valid, and marketable title to such Securities.

  • In accordance with the terms of this Agreement, Sellers hereby sell to Buyer, and Buyer hereby purchases from Sellers, the Company Shares, free and clear of all Encumbrances (other than Statutory Transfer Restrictions).

  • Such Seller owns such Securities free and clear of all Encumbrances (other than Statutory Transfer Restrictions and restrictions pursuant to the 2012 Employee Stock Option Plan) and has good, valid and marketable title to such Securities.

  • At the Closing, Nytis USA shall sell and convey to Purchaser, and Purchaser shall purchase and receive from Nytis USA, the Nytis LLC Membership Interests free and clear of all Liens and Preferential Rights except Statutory Transfer Restrictions, under the terms of, and subject to the conditions in, this Agreement.

  • At the Closing, Carbon shall sell and convey to Purchaser, and Purchaser shall purchase and receive from Carbon, the CAC Membership Interests, free and clear of all Liens and Preferential Rights except Statutory Transfer Restrictions, under the terms of, and subject to the conditions in, this Agreement.

Related to Statutory Transfer Restrictions

  • 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.

  • 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 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 applicable securities laws.

  • Transfer Restriction Event shall have the meaning specified in Section 2.11.

  • Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

  • Transfer Restricted Securities means Securities that bear or are required to bear the legend set forth in Section 2.3(b) hereto.

  • Transfer Restricted Note means any Note that bears or is required to bear the Restricted Notes Legend.

  • Transfer Restricted Notes means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes Legend.

  • Transfer Restricted Global Notes means Global Notes that bear or are required to bear or are subject to the Restricted Notes Legend.

  • 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).

  • 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.

  • Company Restricted Shares Section 2.4(c)

  • RMB Non-Transferability means the occurrence of any event that makes it impossible for the Issuer to deliver RMB between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong (including where the RMB clearing and settlement system for participating banks in Hong Kong is disrupted or suspended), 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 of the first Tranche of the relevant Series and it is impossible for the Issuer due to an event beyond its control, to comply with such law, rule or regulation);

  • 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.

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

  • Capacity Transfer Right means a right, allocated to LSEs serving load in a Locational Deliverability Area, to receive payments, based on the transmission import capability into such Locational Deliverability Area, that offset, in whole or in part, the charges attributable to the Locational Price Adder, if any, included in the Zonal Capacity Price calculated for a Locational Delivery Area.

  • 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.

  • Company Restricted Stock means all shares of Company Common Stock, subject to vesting or other restrictions, whether granted pursuant to the Company Stock Plans or otherwise.

  • Restriction Notice has the meaning set forth in Section 8.04(f) hereof.

  • 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.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • 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.

  • Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

  • 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;

  • Transfer Restricted Definitive Notes means Definitive Notes that bear or are required to bear or are subject to the Restricted Notes Legend.

  • securities lending transactions means transactions whereby a Sub-Fund lends its Securities to a security-borrowing counterparty for an agreed fee.