Resale and Transfer Restrictions Clause Samples

Resale and Transfer Restrictions. Neither the Option nor any interest therein may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner, other than by will or the laws of descent and distribution. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any re-sales by the Grantee or other subsequent transfers by the Grantee of any Shares issued as a result of the exercise of this Option, including without limitation (a) restrictions under an ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Grantee and other Option holders and (с) restrictions as to the use of a specified brokerage firm for such re-sales or other transfers.

Resale and Transfer Restrictions. (a) Except as otherwise provided herein, the Property or any interest therein shall not at any time be sold by the Owner, or the Owner's successors, and no attempted sale shall be valid, unless the aggregate value of all consideration and payments of every kind given or paid by the selected purchaser of the Property for and in connection with the transfer of such Property, is equal to or less than the Maximum Resale Price for the Property, and unless a certificate (the "Compliance Certificate") is obtained and recorded, signed and acknowledged by County which Compliance Certificate refers to the Property, the Owner, the selected purchaser thereof, and the Maximum Resale Price therefore, and states that the proposed conveyance, sale or transfer of the Property to the selected purchaser is in compliance with the rights, restrictions, covenants and agreements contained in this Restriction. (b) The Owner, any good faith purchaser of the Property, any lender or other party taking a security interest in such Property and any other third party may rely upon a Compliance Certificate as conclusive evidence that the proposed conveyance, sale or transfer of the Property to the selected purchaser is in compliance with the rights, restrictions, covenants and agreements contained in this Restriction, and may record such Compliance Certificate in connection with the conveyance of the Property. (c) Within ten (10) days of the closing of the conveyance of the Property from the Owner to the selected purchaser, the Owner shall deliver to County a copy of the Deed of the Property, together with the recording information. Failure of the Owner or Owner's successors to comply with the preceding sentence shall not affect the validity of such conveyance or the enforceability of the restrictions herein.

Resale and Transfer Restrictions. (a) Except as otherwise stated herein, the Home or any interest therein shall not at any time be sold by the Homeowner, the Homeowner's successors and assigns, and no attempted sale shall be valid, unless: (i) The aggregate value of all consideration and payments of every kind given or paid by any Purchaser to the then owner of the Home for and in connection with the transfer of such Home, is equal to or less than the Purchase Option Price for the Home, and (1) if the Home is conveyed to a Non-Lessor Purchaser, unless a certificate (the "Non-Lessor Purchaser Certificate") is obtained and recorded, signed and acknowledged by the Municipality acting by and through its Chief Elected Official which Non-Lessor Purchaser Certificate refers to the Home, the Homeowner, the Non-Lessor Purchaser thereof, and the Purchase Option Price thereof, and states that the proposed conveyance, sale or transfer of the Home to the Non- Lessor Purchaser is in compliance with the rights, restrictions, covenants and agreements contained in this Exhibit F to the Ground Lease, including, if the Non-Lessor Purchaser is an Income-qualified Person, a statement of compliance with the definition of Income-qualified Person set forth in Section 10.2 of the Ground Lease, and unless there is also recorded a New Ground Lease executed by the Non-Lessor Purchaser which New Ground Lease the Non- Lessor Purchaser Certificate certifies is satisfactory in form and substance to the Municipality; (2) if the Home is conveyed to the ACLT unless a Certificate (the "Lessor Purchaser Certificate") is obtained and recorded, signed and acknowledged by the Municipality, acting by and through its Chief Elected Official, which Lessor Purchaser Certificate refers to the Home, the Homeowner, the ACLT, and the Purchase Option Price for the Home and states that the proposed conveyance, sale or transfer of the Home to the ACLT is in compliance with the rights, restrictions, covenants and agreements contained in this Exhibit F to the Ground Lease; (3) if the Home is conveyed to the Municipality unless a Certificate (the "Municipality Purchaser Certificate") is obtained and recorded, signed and acknowledged by the Municipality, which Municipal Purchaser Certificate refers to the Home, the Homeowner, the Municipality, and the Purchase Option Price for the Home and states that the proposed conveyance, sale or transfer of the Home to the Municipality is in compliance with the rights, restrictions, covenants and agreement...

Resale and Transfer Restrictions. Except as otherwise stated herein, the Premises or any interest therein, shall not at any time be sold, transferred, disposed of, mortgaged or otherwise conveyed by the Owner, or the Owner’s successors and assigns, and no attempted sale, transfer, mortgage or other conveyance shall be valid, unless the aggregate value of all consideration and payments of every kind given or paid by the Eligible Purchaser, the Town (including its successors, assigns and designees) or the Mortgagee, as applicable, as provided above, to the then owner of the Premises for and in connection with the sale, transfer, mortgage or other conveyance of such Premises, is equal to or less than the Maximum Resale Price for the Premises. No conveyance, sale, transfer, mortgage or other conveyance to an Eligible Purchaser or otherwise (if permitted herein), shall be valid unless a certificate is recorded, signed and acknowledged by the Monitoring Agent or its agent or designee and states that the conveyance is in compliance with the restrictions contained in this Covenant (“Compliance Certificate”). Any good faith purchaser of the Premises, any lender or other party taking a security interest in such Premises and any other third party may rely upon such a Compliance Certificate as conclusive evidence of the matters stated therein. Within ten (10) days of the conveyance of the Premises, the Owner shall deliver to the AHC and Monitoring Agent a true and certified copy of the deed of the Premises as recorded, together with information as to the place of recording thereof in the public records. Failure to comply with the preceding sentence shall not affect the validity of such conveyance. The Monitoring Agent shall promptly give the AHC written notice any time there is a conveyance, sale, transfer, mortgage or other conveyance of the Premises.

Resale and Transfer Restrictions. In the event that the Participant is deemed to be an Affiliate of BB&T, as defined in Rule 405 promulgated under the Securities Act, any resale or transfer of the shares of BB&T Common Stock acquired pursuant to the Option shall, under existing law, require either (a) the further registration under the Securities Act of the shares of BB&T Common Stock to be transferred, (b) compliance with Rule 144 promulgated under the Securities Act, or (c) the availability of another exemption from registration. The Participant acknowledges that the stock certificate or certificates to be delivered to him upon the exercise of the Option shall reflect these limitations in the form of stock transfer restrictions.

Resale and Transfer Restrictions. The Common Shares shall be subject to a statutory hold period of four months and one day imposed under applicable securities laws. In addition, Subscribers are required to complete the lock-up agreement attached as Exhibit “D”, which imposes the following additional restrictions on the Common Shares:

Resale and Transfer Restrictions. The resale restrictions below in this Section 2.06 will apply from the issuance date of the Global Notes until the end of the applicable “Resale Restriction Period,” which is the period ending on the date that is (1) in the case of Rule 144A Global Notes, one year after the later of the issuance date and the last date that the Company or any of its affiliates were the owner of the Rule 144A Global Notes or (2) in the case of Regulation S Global Notes, 40 days after the later of (A) the day on which such Notes are first offered to Persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (B) the issuance date. The resale restrictions below in this Section 2.06 will not apply after the applicable Resale Restriction Period ends. Transfers by an owner of a beneficial interest in a Rule 144A Global Note to a transferee who takes delivery of such interest through a Regulation S Global Note, whether before or after the expiration of the Resale Restriction Period, shall be made only upon receipt by the Trustee of a certification from the transferor to the effect that such transfer is being made in accordance with Regulation S or (if available) Rule 144 under the Securities Act and that, if such transfer is being made prior to the expiration of the Resale Restriction Period, the interest transferred shall be held immediately thereafter through Euroclear or Clearstream. Prior to the expiration of the Resale Restriction Period, interests in a Regulation S Global Note may only be held through Euroclear or Clearstream. During the Resale Restriction Period, beneficial ownership interests in a Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with their Applicable Procedures.

Resale and Transfer Restrictions. The Premises or any interest therein shall not at any time be sold, transferred, or otherwise conveyed by the Owner, or by Owner’s successors and assigns except as otherwise herein provided. No such attempted sale, transfer, or other conveyance shall be valid, unless a certificate is recorded, signed and acknowledged by Seller certifying that the conveyance is in compliance with the restrictions contained in this Covenant (“Compliance Certificate”). Any good faith purchaser of the Premises, any lender or other party taking a security interest in the Premises, and any other third party may rely upon such a Compliance Certificate as conclusive evidence of the matters stated therein.

Resale and Transfer Restrictions. (a) The Investor acknowledges and agrees that the Note will be subject to resale and transfer restrictions in Canada pursuant to NI 45-102 and may not be traded unless such trade is made pursuant to an applicable exemption from the prospectus requirements of applicable Canadian securities laws before the date that is four months and one day after the Issuance Date. (b) The Investor acknowledges and agrees that it will resell the Notes and the Conversion Shares only in accordance with the provisions of Regulation S of the Securities Act or pursuant to registration under the Securities Act or an available exemption therefrom, and agrees not to engage in hedging activities with regard to the Notes or the Conversion Shares, unless in compliance with the Securities Act. (c) The Investor acknowledges that the Note will bear the following legend indicating that the resale of such securities is restricted: NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTION 3(c) AND 17 HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c) OF THIS NOTE. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF: (I) [INSERT THE DISTRIBUTION DATE]; AND (II) THE DATE THE COMPANY BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.