Stock Restriction definition

Stock Restriction means, with respect to the capital stock or other equity securities of a Person, any option, right of first refusal, right of first offer or restriction of any kind, including any restriction on voting, transfer, alienation, receipt of income or exercise of any other attribute of ownership, but specifically excluding any restrictions imposed by applicable Law.

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Stock Restriction means the following restriction on the transferability of the Parent Stock: subject to the requirements of applicable securities laws, (i) one-third of the number of shares of Parent Stock held by any Member shall become free from the imposition of restriction upon transfer imposed by this Agreement upon the first anniversary of the Closing Date; and (ii) the remaining two-thirds of the number of shares of Parent Stock held by any Member shall become free from the imposition of restriction upon transfer imposed by this Agreement upon the second anniversary of the Closing Date. Any transfer or attempted transfer of the Parent Stock other than in compliance with the foregoing shall be void and of no force or effect. Certificates representing the Parent Stock shall bear a legend as follows for so long as such shares remain in escrow but which shall be removed once such shares are released from the Escrow Fund; provided that the first such legend set forth immediately below is not required by Rule 144 under the Securities Act (the Parent’s transfer agent will be similarly notified with respect to such certificates and any electronic account entries): THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF THE VARIOUS STATES, AND HAVE BEEN ISSUED AND SOLD PURSUANT TO AN EXEMPTION FROM THE ACT, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED BY THE HOLDER THEREOF AT ANY TIME EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT COVERING THESE SHARES, OR (2) UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT THESE SHARES MAY BE TRANSFERRED WITHOUT REGISTRATION. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS AS SET FORTH IN AN AGREEMENT AND PLAN OF MERGER DATED May 16, 2008, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION. If requested by a Member in writing to the Secretary of Parent, such legend shall be removed from the appropriate certificates representing the Parent Stock on the appropriate anniversary date.

Stock Restriction means a transfer restriction, or any right or obligation under a right of first refusal agreement, co-sale agreement, market stand-off agreement, drag-along agreement, put/call agreement and the like entered into in connection with the acquisition, disposition or transfer of any Publicly Traded Securities and Private Securities.

Examples of Stock Restriction in a sentence

As a condition to the exercise of an Option, the Company will require the Optionee to execute a Stock Restriction Agreement.
Each certificate representing the Shares shall bear restrictive legends referring to the restrictions on transfer and repurchase rights of the Company contained in the Stock Restriction Agreement and the restrictions on transfer imposed by the Securities Act of 1933, as amended, and any applicable exemption therefrom pursuant to which the Shares may be issued.
If the Refused Shares are sold pursuant to this Section 2 to any purchaser who is not a party to this Agreement, the Company, may at its option, require the purchaser to execute and deliver a new Stock Restriction Agreement in substantially the form of this Agreement containing substantially the same terms as those set forth herein.
Notwithstanding the exercisability schedule set forth in Section 2, the Participant may elect to exercise this option as to the unvested shares (in addition to the vested shares) if simultaneously with such exercise the Participant enters into a Stock Restriction agreement with the Company in the form attached hereto as Exhibit A (the “Stock Restriction Agreement”).
The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award, and shall be in addition to the accelerated vesting of the Founders’ Shares under the Stock Restriction Agreement.
Notwithstanding the exercisability -------------------------- schedule set forth in paragraph (a), the Optionee may elect to exercise this option as to the unvested shares (in addition to the vested shares) if simultaneously with such exercise the Optionee enters into a Stock Restriction Agreement with the Company in the form attached hereto as Exhibit A --------- (the "Stock Restriction Agreement").
I also enclose completed and signed duplicate Stock Restriction Agreements in the required form.
All certificates representing Shares shall have affixed thereto a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws: The shares of stock represented by this certificate are subject to restrictions upon transfer set forth in a certain Stock Restriction Agreement between the Company and the registered owner of this certificate.
Stock Restriction Agreement Series D Investor Signature Page -------------------------------- By executing this page in the space provided, the undersigned hereby agrees (i) that it is a "Series D Investor" as defined in the Stock Restriction Agreement dated as of December 21, 1998, by and among Sequenom, Inc.
Stock Restriction Agreement Additional Investor Signature Page ---------------------------------- By executing this page in the space provided, the undersigned hereby agrees (i) that it is an "Additional Investor" as defined in the Series D Convertible Preferred Stock Purchase Agreement dated as of December 21, 1998 and an "Investor" as defined in the Stock Restriction Agreement dated as of December 21, 1998 each by and among Sequenom, Inc.

More Definitions of Stock Restriction

Stock Restriction. Stock purchased pursuant to this option before the first anniversary of the grant will be subject to a repurchase option in favor of the Company at the Exercise Price if your employment with the Company is terminated by you without Constructive Termination (as defined below), or by the Company for Cause (as defined below), prior to the first anniversary of the grant.