Restrictions on Transfer and Issuance Clause Samples

Restrictions on Transfer and Issuance. Except as expressly provided in this Agreement, no Shareholder shall sell, assign, transfer, give, bequeath, devise, donate or otherwise dispose of, or pledge, deposit or otherwise encumber, in any way or manner whatsoever, whether voluntarily or involuntarily (a "Transfer"), any of the Shares now or hereafter owned (of record or beneficially) by him without the express prior written consent of the other Shareholders. Shareholders shall Transfer Shares only in accordance with the provisions of this Agreement.
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Restrictions on Transfer and Issuance. Except as otherwise provided in this Agreement, or except in the event of a sale of all or substantially all of the Company’s voting securities or assets, as approved by the Board of Directors and (i) the Eligible Securities Majority or (ii) if there are no Eligible Securities outstanding, the holders of at least a majority of the outstanding Preferred Stock, no Securityholder shall sell, exchange, deliver or assign, dispose of, or give, pledge, mortgage, hypothecate or otherwise encumber, transfer or permit to be transferred, whether voluntarily, involuntarily or by operation of law (including, without limitation, the laws of bankruptcy, insolvency, intestacy, descent and distribution and succession), any or all of its Shares. If requested by the Company, each Registered Notice relating to a proposed transfer of Shares shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer may be effected without registration under the Securities Act and any applicable state securities laws.
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Restrictions on Transfer and Issuance. (a) Except as set forth in Section 1(b) herein, no Shareholder shall sell, assign, transfer, give, bequeath or donate (other than gifts, bequests or donations by a Shareholder which do not, in the aggregate, exceed 5% of the Shares owned by that Shareholder on the date of this Agreement) or otherwise dispose of, or pledge, deposit or otherwise encumber, in any way or manner whatsoever, whether voluntary or involuntary, any of the Shares now or hereafter owned (of record or beneficially) by him except in accordance with the terms and conditions of this Agreement. (b) Notwithstanding anything herein to the contrary, Jordan and Deanna may each tra▇▇▇▇▇ their respective Shares (the "Transfer Shares"), in whole or in part, and in all cases as they shall determine in their sole discretion, to (i) their lineal descendants (including, but not limited to, their children and their children's children (including but not limited to their children's adopted children); (ii) the spouses or partners of their lineal descendants; and/or (iii) a trust for the benefit of themselves, a lineal descendant and/or the spouse or partner of a lineal descendant. The Transfer Shares shall not be subject to the terms of this Agreement.
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Restrictions on Transfer and Issuance. (a) Except as set forth in Section 1(b), Section 1(c), Section 1(d), Section 1(e), and Section 1(f) herein, no Shareholder shall sell, assign, transfer, give, bequeath or donate (other than gifts, bequests or donations by a Shareholder which do not, in the aggregate, exceed 5% of the Shares owned by that Shareholder on the date of this Agreement) or otherwise dispose of, or pledge, deposit or otherwise encumber, in any way or manner whatsoever, whether voluntary or involuntary, any of the Shares now or hereafter owned (of record or beneficially) by him or her except in accordance with the terms and conditions of this Agreement. (b) Notwithstanding anything herein to the contrary, the Shareholders may each transfer their respective Shares, in whole or in part, and in all cases as they shall determine in their sole discretion, to (i) their lineal descendants (including, but not limited to, their children and their children’s children (including but not limited to their children’s adopted children) (collectively, “Lineal Descendants”); (ii) the spouses or partners of their Lineal Descendants; and/or (iii) a trust for the benefit of themselves, a Lineal Descendant and/or the spouse or partner of a Lineal Descendant. (c) Notwithstanding anything herein to the contrary, Jordan and/or ▇▇▇▇▇▇, individually or together, may sell up to 300,000 Shares in the aggregate to third parties, without the prior consent of the Shareholders, provided (1) such 300,000 Shares in the aggregate are sold over a period of eighteen months or longer, and (2) no more than 50,000 Shares are sold in any three month period. (d) Notwithstanding anything herein to the contrary, Jordan and/or ▇▇▇▇▇▇, individually or together, may transfer Shares, as they shall determine in their sole discretion, to a Family Foundation (of which the initial trustees shall be ▇▇▇▇▇▇, ▇▇▇▇▇▇, Richard, Steven, Marc and ▇▇▇▇). (e) Notwithstanding anything herein to the contrary, Jordan and/or ▇▇▇▇▇▇, individually or together, may pledge to a third party, in the aggregate, an amount not to exceed 175,000 Shares as security and collateral in connection with financings and/or guarantees on behalf of Lineal Descendants, the spouses or partners of their Lineal Descendants, and/or trust for the benefit of a Lineal Descendant and/or the spouse or partner of a Lineal Descendant. (f) Any and all Shares transferred by a Shareholder in accordance with, and pursuant to, Section 1(b) herein, shall not then be transferred or s...
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Restrictions on Transfer and Issuance. (a) Except as set forth in Section 1(b), Section 1(c), Section 1(d) and Section 1
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Restrictions on Transfer and Issuance. (a) Until the expiration of the Restricted Period, no ▇▇▇▇▇▇▇ Founder may Transfer any of his, her or its Shares except pursuant to Transfers described in and carried out in accordance with subsections (a) or (b) of Section 3.2, Section 3.5 or Section 3.6. Following the expiration of the Restricted Period, each of the ▇▇▇▇▇▇▇ Founders agrees that such ▇▇▇▇▇▇▇ Founder will not, without the prior written consent of a Majority Interest, Transfer all or any portion of the Shares now owned or hereafter acquired by such Founder, except in connection with, and strictly in compliance with, the provisions of this Section III. (b) Each of the TMHC Founders agrees that such TMHC Founder will not, without the prior written consent of a Majority Interest, Transfer all or any portion of the Shares now owned or hereafter acquired by such Founder, except in connection with, and strictly in compliance with, the provisions of this Section III.
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Restrictions on Transfer and Issuance. (a) The Parties to this agreement shall not sell, assign, transfer, give, bequeath, devise, donate or otherwise dispose of, or pledge, deposit or otherwise encumber, in any way or manner whatsoever, any of the Shares now or hereafter held by it except as expressly provided in this Agreement and in accordance with its terms and conditions.
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Restrictions on Transfer and Issuance. (a) Except as expressly provided in this Agreement and in accordance with its terms and conditions, the Shareholder shall not, in any way or manner whatsoever, sell, assign, transfer, give, bequeath, devise, donate or otherwise dispose of, or pledge, deposit or otherwise encumber any of the Shares now or hereafter held by him. (b) Shareholder shall have the right to transfer or assign during his lifetime and/or bequeath or devise at the time of his death all or any Shares now or hereafter owned by him to family members or entities (including trusts) established for the benefit of Shareholder or Shareholder's family members if Shareholder does not receive consideration for the transfer of such Shares subject, however, to the provisions of subsection (c) hereof. (c) In the event any purported or attempted transfer of Shares does not comply with the provisions of this Agreement, the purported transferee shall not be deemed to be a shareholder of the Corporation and shall not be entitled to registration of such transfer of Shares on the books of the Corporation. No transfer of Shares shall be valid unless the transferee has first become a party to this Agreement. The Corporation shall not be bound to acknowledge or recognize any transfer of Shares until the Corporation has been furnished with such reasonable written proof of the transfer as it shall demand. In addition, no person shall have the right to become a shareholder of the Corporation unless: (i) such person has executed any and all instruments, in form and substance reasonably satisfactory to counsel for the Corporation, required to evidence (A) such person's ownership of the Shares on the books and records of the Corporation, and (B) such person's acceptance and adoption of all of the terms and provisions of this Agreement; and (ii) such person has paid all reasonable attorneys' fees incurred by the Corporation in connection with the preparation of such documentation. The Shareholders hereby agree to cause this Agreement to be amended to permit a transferee acquiring Shares in accordance with the provisions of this Agreement to become a shareholder of the Corporation, a party hereto and a "Shareholder" hereunder. (d) The restrictions on transfer set forth in this Section 4 shall continue with respect to the Shareholder until the date on which the Corporation shall have consummated an Initial Public Offering ("IPO").
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Restrictions on Transfer and Issuance 
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Related to Restrictions on Transfer and Issuance

  • Restrictions on Transfer (a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. (b) Each certificate, instrument, or book entry representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be notated with a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12. (c) The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Subsection 2.12. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection 2.12(b), except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.

  • Restrictions on Transfers (a) Except as provided in Section 4.7(c) below, but notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable U.S. federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed), or (iv) cause the Partnership to be subjected to the provisions of the U.S. Investment Company Act of 1940, as amended. (b) The General Partner may impose restrictions on the transfer of Partnership Interests if it receives an Opinion of Counsel that such restrictions are necessary to avoid a significant risk of (i) the Partnership becoming taxable as a corporation or otherwise becoming taxable as an entity for U.S. federal income tax purposes or (ii) the Partnership being subjected to the provisions of the U.S. Investment Company Act of 1940, as amended. The General Partner may impose such restrictions by amending this Agreement; provided however, that any amendment that would result in the delisting or suspension of trading of any class of Limited Partner Interests on the principal National Securities Exchange on which such class of Limited Partner Interests is then traded must have, prior to such amendment being effected, Special LP Approval. (c) Nothing contained in this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Partnership Interests entered into through the facilities of any National Securities Exchange on which such Partnership Interests are listed for trading. (d) Each Certificate evidencing Partnership Interests shall bear a conspicuous legend in substantially the following form or such other form as the General Partner shall determine in its sole discretion: THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF STEEL PARTNERS HOLDINGS L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF STEEL PARTNERS HOLDINGS L.P. UNDER THE LAWS OF THE STATE OF DELAWARE, C) CAUSE STEEL PARTNERS HOLDINGS L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED), OR (D) CAUSE STEEL PARTNERS HOLDINGS L.P. TO BE SUBJECTED TO THE PROVISIONS OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED. STEEL PARTNERS HOLDINGS GP INC., THE GENERAL PARTNER OF STEEL PARTNERS HOLDINGS L.P., MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF STEEL PARTNERS HOLDINGS L.P. BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES OR CAUSING STEEL PARTNERS HOLDINGS L.P. TO BE SUBJECTED TO THE PROVISIONS OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS TRADED.

  • Restrictions on Transfer and Pledge You may not pledge, encumber, or hypothecate your right or interest in this Option to or in favor of any party other than the Company or an Affiliate, and this Option shall not be subject to any lien, obligation, or liability of the Participant to any other party other than the Company or an Affiliate. You may not assign or transfer this Option other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Option under the 2007 Plan; provided, however, that the Committee may (but need not) permit other requested transfers. Only you or any permitted transferee may exercise this Option during your lifetime.

  • Limitations on Transfer In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws.

  • Restrictions on Transfer and Exchange (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence. (b) Subject to paragraph (c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below. U.S. Global Note U.S. Global Note (i) U.S. Global Note Offshore Global Note (ii) Certificated Note Certificated Note (iii) Offshore Global Note U.S. Global Note (iv) Offshore Global Note Offshore Global Note (i) (i) No certification is required. (ii) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate. (iii) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Regulation S Certificate, and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (1) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (2) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend. (iv) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate. (c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) after such Note (i) is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision); provided that the Company has provided the Trustee with an Officer’s Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or