Forfeiture and Transfer Restrictions Clause Samples

The Forfeiture and Transfer Restrictions clause defines the conditions under which a party may lose ownership rights to certain assets or interests, and sets limitations on how and when these assets can be transferred to others. Typically, this clause applies to shares, membership interests, or other property, specifying scenarios such as breach of agreement, non-compliance, or failure to meet certain obligations that could trigger forfeiture. By clearly outlining these rules, the clause helps prevent unauthorized transfers and ensures that ownership remains with qualified parties, thereby protecting the integrity and intended structure of the agreement.
Forfeiture and Transfer Restrictions. The Restricted Stock Units shall be subject to forfeiture until the Service Vesting Date. In addition, Grantee shall not sell, transfer, assign, pledge or otherwise encumber or dispose of, by operation of law or otherwise, the Restricted Stock Units. Upon vesting on the Service Vesting Date and issuance of the number of shares of Stock to which Grantee is entitled hereunder, Grantee may transfer the shares of Stock in accordance with applicable securities law requirements and the Company’s policies and procedures.
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Forfeiture and Transfer Restrictions. (a) Upon the occurrence of a “Forfeiture Event” (as defined below), Restricted Shares that are not vested pursuant to paragraph 2 of this Agreement shall be forfeited by the Director to the Company. The Director shall thereafter have no right, title or interest whatever in such Restricted Shares, and the Director shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited, duly endorsed in blank or accompanied by a stock power duly endorsed in blank. A “Forfeiture Event” shall be defined as any of the following events: (i) the Director ceases to serve as a member of the Board other than in the circumstances described in paragraph 2; or (ii) the Director attempts to transfer or otherwise dispose of any of the Restricted Shares. (b) Until the Restricted Shares have become vested under paragraph 2 hereof, the Director shall not transfer such Restricted Shares, and such Restricted Shares shall not be subject to pledge, hypothecation, execution, attachment or similar process. Any attempt to sell, assign, transfer, pledge, hypothecate or otherwise dispose of any Restricted Shares contrary to the provisions hereof, and any attempt to levy any attachment or pursue any similar process with respect to them, shall be null and void.
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Forfeiture and Transfer Restrictions. Effective on the date hereof, all of the Recipient’s shares of Restricted Stock shall be duly issued and outstanding shares of the Company’s Common Stock for all purposes, provided, however, that such shares shall be subject to forfeiture pursuant to subsection 1(a) (the “Forfeiture Conditions”) and subject to transfer restrictions pursuant to subsection 1(b) (the “Transfer Restrictions”).
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Forfeiture and Transfer Restrictions a. Except to the extent otherwise provided in paragraphs (b) or (c) below, upon termination of your agreement for any reason during the Restriction Period (as defined below), all Shares still subject to restriction shall be forfeited by you and shall be repurchased by the Company for an amount equal to the original purchase price. This restriction is referred to as the “Forfeiture Restriction.” In addition, you shall not be permitted to sell, assign, transfer, pledge or otherwise encumber any Shares until lapse of the Restriction Period. This restriction is referred to as the “Transfer Restriction.” b. All Forfeiture and Transfer Restrictions on the Shares will lapse on the earlier of or on your last day as an employee of the Company (the “Restriction Period”), or in the event of a Change of Control as such term is defined in the Change of Control Agreement between the parties, whichever is earlier. c. In the event of a dissolution, liquidation, merger or consolidation under the terms of the Plan, the Administrator of the Plan may, in its discretion, arrange for new shares of restricted stock to be substituted for the Shares or for the Company’s obligations as to the Shares to be assumed by an employer corporation other than the Company or by a parent or subsidiary of such employer corporation, or the Administrator may waive the restrictions on the Shares as more fully described in the Plan. d. If the outstanding shares of Common Stock of the Company are increased or decreased in number or changed into or exchanged for a different number or kind of securities of the Company or any other corporation by reason of a recapitalization, reclassification, stock split, combination of shares, stock dividend or other event, the Administrator may, in its sole discretion, adjust the number of Shares or substitute new shares of restricted stock for the Shares.
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Forfeiture and Transfer Restrictions 
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Related to Forfeiture and Transfer Restrictions

  • Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

  • Transfer Restriction No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

  • Lock-up; Transfer Restrictions (a) The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of the Company’s initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. (b) Subject to the provisions set forth in paragraph 5(c), the Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or the Ordinary Shares underlying such Private Placement Warrants until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants or Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors, any affiliates or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section [6(h)] of the Underwriting Agreement.

  • No Transfer Restrictions The Depositor has not created, incurred or suffered to exist any restriction on transferability of the Receivables except for the restrictions on transferability imposed by this Agreement. The transfer of the Receivables and the Receivable Files by the Depositor to the Issuer pursuant to this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

  • Removal of Legend and Transfer Restrictions The legend relating to the Act endorsed on a certificate pursuant to paragraph 5(a) of this Warrant shall be removed and the Company shall issue a certificate without such legend to the Holder of the Securities if (i) the Securities are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available or (ii) the Holder provides to the Company an opinion of counsel for the Holder reasonably satisfactory to the Company, a no-action letter or interpretive opinion of the staff of the SEC reasonably satisfactory to the Company, or other evidence reasonably satisfactory to the Company, to the effect that public sale, transfer or assignment of the Securities may be made without registration and without compliance with any restriction such as Rule 144.