Restrictions on Transfer of Common Stock Clause Samples
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Restrictions on Transfer of Common Stock. (a) In order to induce the Company to accelerate the vesting of the Options and Restricted Stock hereunder, the Employee agrees that, notwithstanding anything to the contrary in the applicable option agreement or restricted stock agreement or in the Employment Agreement, during the term of the Employee’s employment with the Company the Employee will not, without the prior written consent of the Company, offer, sell, contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Employee or any person in privity with the Employee), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to (i) any shares of Common Stock issuable upon exercise of the Options (the “Option Shares”) or (ii) any shares of Employee Stock (together with the Option Shares, the “Vested Shares”), or publicly announce an intention to effect any such transaction, for a period of five (5) years after the date of this Agreement, except as permitted by paragraphs (b) and/or (c) below.
(b) Notwithstanding the foregoing, the Employee shall be entitled to sell up to 20% (but not more than 20%) of such Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in any calendar year during the period from January 1, 2008 through December 31, 2012, provided that (i) to the extent the Employee sells less than 20% of the Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in any such calendar year, the Employee shall be entitled in subsequent years to sell an amount equal to the difference between 20% and the percentage actually sold in such calendar year (in addition to the amount the Employee would otherwise be entitled to sell in such subsequent year); and (ii) the Employee shall be entitled to sell all such Vested Shares at any time on or after January 1, 2013, subject to applicable law, regulation or stock exchange rule. By way of example, if the Employee does not sell any Vested Shares in calendar year 2008, the Employee shall b...
Restrictions on Transfer of Common Stock. Without PRAECIS' prior written consent, neither Purchaser nor any of its Affiliates will, directly or indirectly, sell, transfer, pledge or otherwise dispose of any Shares, or any interest therein, except (i) a transfer pursuant to an effective registration statement under the Securities Act; (ii) a transfer of Shares complying with Rule 144 as in effect on the date of such transfer and as applied to Purchaser and its Affiliates (but only a sale pursuant to a "brokers' transaction" as defined in clauses (i) and (ii) of paragraph (g) of Rule 144 as in effect on the date hereof); (iii) to PRAECIS, pursuant to a self-tender offer or otherwise; (iv) to an Affiliate of Purchaser (which, for purposes of this Section 4.2(iv) only, shall include any corporation or other business organization to which Purchaser shall sell all or substantially all of its assets or with which it shall be merged), provided that such Affiliate agrees in writing with PRAECIS that it will be bound by the provisions of this Agreement applicable to the Purchaser; (v) to a third party pursuant to a tender offer recommended by PRAECIS' Board of Directors; (vi) pursuant to or in connection with a merger or consolidation in which PRAECIS will be the acquired corporation, a sale or disposition of all or substantially all of PRAECIS' assets or a plan of liquidation or dissolution of PRAECIS, which, in any such case is approved by the stockholders of PRAECIS; (vii) pursuant to a bona fide pledge of the Shares to secure indebtedness for borrowed money (and not to circumvent the provisions of this Article IV) in which the pledgee agrees in writing that, upon any transfer of the Shares to such pledgee, such Shares shall remain subject to the restrictions set forth in this Agreement; or (viii) in other bona fide sales for cash made to third parties pursuant to an exemption from the registration requirements of the Securities Act if, prior to any such sale, PRAECIS shall have failed (A) to unconditionally agree in writing, within 20 days after PRAECIS' receipt of written notice from Purchaser of the proposed sale, to purchase for cash the Shares to be included in such sale at the same cash price offered by the third-party purchaser, and (B) to conclude such purchase within 45 days after PRAECIS' receipt of such written notice from Purchaser, provided however, that the provisions of this clause (viii) shall be applicable only with respect to sales and transfers made from and after
(1) Purchaser has no ...
Restrictions on Transfer of Common Stock. Each Equity Sponsor agrees that it will not transfer any or all of its common stock of New Hampshire Hydro to any other person unless such person is an Equity Sponsor or meets the requirements for being an Equity Sponsor under sections 4B or 4C hereof as of the date of such transfer and a similar transfer is made under the Equity Funding Agreement for New Hampshire Hydro.
Restrictions on Transfer of Common Stock. 8 Section 4.01. Restrictions on Transfer of Stock......................................................... 8
Restrictions on Transfer of Common Stock. Prior to the twelve month anniversary of the Closing Date (as defined in the Merger Agreement) and/or such later date in accordance with Section 13.5.3 of the Merger Agreement, the Purchasers shall not transfer, sell, assign, pledge, encumber or otherwise dispose of (collectively, "Transfer") their respective shares of Common Stock issued pursuant to the Offering without the prior written consent of the Company. Thereafter, Transfers, if any, of the Common Stock issued pursuant to the Offering shall be in accordance with all securities laws applicable thereto and, other than Transfers pursuant to (i) an effective registration statement or (ii) the Resale Rules (as defined below), which items (i) and (ii) shall also be in accordance with all securities laws applicable thereto, subject to the terms of this Section 7.
Restrictions on Transfer of Common Stock. Neither of the parties may assign, transfer, give, encumber, pledge, hypothecate or otherwise dispose of any shares of common stock of All Energy acquired by them hereunder, other than as permitted under this paragraph VI. Subject to the terms of this paragraph VI, each of the parties may exercise all other rights of ownership with respect to their shares of common stock of All Energy.
Restrictions on Transfer of Common Stock. 1.1 Restrictions on ---------------------------------------- --------------- Transfers by ▇▇▇▇▇.
(a) Prior to the fourth anniversary of the date hereof, no ------------------ shares of Common Stock or any interest therein now or hereafter owned by ▇▇▇▇▇ may be Transferred, except for any (i) involuntary Transfer to a third party - permitted under Section 5, (ii) sale to one or more third parties pursuant to -- Section 1.1(b), Section 3.3 ("Tag-Along Rights"), Section 3.4 ("Drag-Along Rights") or Section 6 ("Auction Sale Procedure") or (iii) Transfer to a ▇▇▇▇▇ --- Permitted Assignee that agrees to be bound by the terms of this Agreement pursuant to Section 15.4.
(b) At any time after a Board Event (other than as a result of the operation of clause (iii) or (v) of the definition thereof), ▇▇▇▇▇ may sell any shares of Common Stock held by it to one or more third parties, provided that -------- Carousel consents
Restrictions on Transfer of Common Stock. Purchaser shall not, directly or indirectly, sell or transfer any Voting Stock except (i) to the Company or any person or group approved by the Company; or (ii) to any entity of which ▇▇▇▇▇▇▇ owns securities representing not less than a majority of the voting power and which agrees to accept such Voting Stock subject to the restrictions and obligations set forth in Section 5.5; or (iii) pursuant to a transaction involving the merger, sale or reorganization of the Company as approved by the Board of Directors of the Company; or (iv) pursuant to a bona fide public offering registered under the Securities Act of Voting Stock (which shall be structured to distribute such shares or rights through an underwriter or otherwise in the manner set forth in Article VI or in another manner reasonably calculated not to result in the transfer to a single person or group of beneficial ownership of Voting Stock with aggregate voting power of five percent (5%) of more of the total Voting Stock of the Company then outstanding); or (v) pursuant to Rule 144 (but not pursuant to Rule 144A) under the Securities Act (but only to the extent the sale or transfer of Voting Stock is in compliance with the volume limitations under paragraph (e) thereof, if applicable); or (vi) in response to (A) an offer to purchase or exchange for cash or other consideration any Voting Stock (1) which is made by or on behalf of the Company or (2) which is made by another person or group and is not opposed by the Board of Directors of the Company within the time such Board is required, pursuant to regulations under the Exchange Act, to advise the Company's shareholders of such Board's position on such offer, or (B) subject to the Company's right of first refusal as set forth in Section 5.10(b)(ii), any other tender offer made by another person or group to purchase or exchange for cash or other consideration any Voting Stock which, if successful, would result in such person or group owning or having the right to acquire Voting Stock with aggregate voting power of more than forty percent (40%) of the total Voting Stock of the Company then in effect; or (vii) subject to the Company's right of first refusal as set forth in Section 5.10(b)(i), in transactions not otherwise described herein as long as Purchaser reasonably believes that such transactions will not, directly or indirectly, result in any single person or group acquiring beneficial ownership of Voting Stock with aggregate voting power of five pe...
Restrictions on Transfer of Common Stock. Notwithstanding the filing and effectiveness of the Registration Statement, the Investor agrees to Transfer the Common Stock (not including the Warrant Shares) only as follows:
(a) The Investor may Transfer up to twenty-five percent (25%) of the aggregate number of shares of Common Stock upon the earlier of (i) 180 days after the Closing Date and (ii) the close of the fifth consecutive Trading Day on which the closing sales price of the Common Stock on the Principal Market is at least $2.00 per share.
(b) The Investor may Transfer the remaining seventy-five percent (75%) of the aggregate number of shares of Common Stock upon the earlier of (i) one (1) year after the Closing Date and (ii) the close of the fifth consecutive Trading Day on which the closing sales price of the Common Stock on the Principal Market is at least $3.00 per share.
Restrictions on Transfer of Common Stock. 3.01 Restrictions on Transfer of Common Stock. Until the third anniversary of the date of this Agreement, ELM agrees that it will not sell or otherwise transfer (for the purposes of this section, "TRANSFER" is intended in the broadest sense and specifically includes, without limitation, a pledge of such shares (other than a pledge of shares to secure ordinary course loan(s) from unaffiliated commercial lender(s) or other unaffiliated financing source(s)) and any assignment by operation of law, but shall not include a change-in-control of ELM) any shares of Common Stock except (i) a transfer to any entity that is directly or indirectly 51% or more owned and controlled by ELM, provided that such entity agrees in writing to assume all of ELM's obligations under this Agreement and performs such obligations, (ii) if it shall have become illegal for ELM to own its shares of Common Stock directly or indirectly or exercise fully its rights of ownership with respect to its shares of Common Stock, ELM may sell such shares as applicable law requires, (iii) pursuant to an unsolicited tender offer by a non-Affiliate of ELM, (iv) any sale or other transfer of Common Stock by ELM or an Affiliate of ELM which results in ELM together with its Affiliates beneficially owning less than 51% of the outstanding Common Stock (on a fully diluted basis) and all holders of Common Stock (other than ELM and its Affiliates) are given the opportunity to sell all of their Common Stock in the transaction on substantially the same terms per share as ELM (provided, that such holders have the opportunity to receive all of their consideration in cash), and (v) any sale so long as, after giving effect to such sale, ELM and its Affiliates shall beneficially own 51% or more of the outstanding Common Stock on a fully diluted basis.