Restrictions on the Stock Sample Clauses

Restrictions on the Stock. All shares of Stock received by you pursuant to this Agreement (including any shares received with respect to shares of Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall be subject to the following restrictions which are also set forth in the Plan: (a) The shares of Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered until the restrictions set forth in Section 3(b) lapse and are removed and the shares have vested as provided in Section 3(d), and any additional requirements or restrictions contained in this Agreement or in the Plan have been satisfied, terminated or expressly waived by the Company in writing. (b) If your service as a director of the Company is terminated for any reason other than your death or total disability, you shall forfeit to the Company all of the shares of Stock which are, at the date of such termination of service, still subject to the vesting restrictions set forth in the Plan and Section 3(d), and the Company shall pay to you the amount per share, if any, paid by you for such Stock. (c) If your service as a director of the Company is terminated because of death or total disability, all restrictions imposed upon the Stock shall lapse and be removed (and the Stock shall become fully vested) as to all shares of the Stock upon such termination of service. (d) The restrictions imposed under Section 3(b) shall lapse and be removed (and the Stock shall vest) in accordance with the following rules: (i) Subject to the provisions of Subparagraphs (ii) and (iii) below, as of the date of each of the next three regular annual meetings of stockholders of the Company at which directors are to be elected following the Grant Date, the restrictions imposed under Section 3(b) shall lapse and be removed with respect to 2,400 of the shares of the Stock. (ii) If your service as a director of the Company is terminated because of death or total disability, the restrictions imposed under Section 3(b) upon the Stock shall lapse and be removed (and the Stock shall become fully vested) as to all shares of the Stock as of the date of such termination. (iii) In the event of a Change in Control, the restrictions imposed under Section 3(b) upon the Stock shall lapse and be removed (and the Stock shall become fully vested) as to all shares of the Stock as of the date of such Change in Control. In order to enforce the foregoing restrictions, the Board may (i) requ...
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Restrictions on the Stock. Any Stock acquired by Grantee will be subject to the following restrictions:
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Restrictions on the Stock. The Seller is the lawful owner of, and has good and marketable title to, the Stock free and clear of any claims, liens, encumbrances, security interests or other adverse claims. The transfer and sale of the Stock is not subject to any right of first refusal or offer, right of co-sale or other right restricting or otherwise encumbering the Stock (other than restrictions on transfer under applicable state and federal laws and the obligations of Seller under the Rights Agreement, which shall be satisfied as to the Stock at or prior to the Closing). Upon payment for, and delivery of, the Stock in accordance with the terms of this Agreement, good and marketable title to the Stock, free and clear of any liens, claims, encumbrances, security interests or other adverse claims whatsoever will be transferred to, and vested in, the Purchasers.
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Restrictions on the Stock 
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Related to Restrictions on the Stock

  • Restrictions on the Fund Neither you nor any beneficiary may sell, transfer, or pledge any interest in your ▇▇▇▇ ▇▇▇ in any manner whatsoever, except as provided by law or this agreement. The assets in your ▇▇▇▇ ▇▇▇ will not be responsible for the debts, contracts, or torts of any person entitled to distributions under this agreement.

  • Restrictions on Stock i. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock. ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities and other charges. iii. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the stock, nor are there any securities convertible into such stock.

  • Restrictions on U.S Transfers. Transfers of interests in the Regulation S Global Security to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of Section 3.03(h)(C).

  • Restrictions on Shares The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

  • Restrictions on Transferability The Warrants and the Warrant Stock shall not be transferred, hypothecated or assigned before satisfaction of the conditions specified in this Section 9, which conditions are intended to ensure compliance with the provisions of the Securities Act with respect to the Transfer of any Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 9.