Restrictions on Transfer of Securities Clause Samples

Restrictions on Transfer of Securities. The Stockholder understands and agrees that the Certificate, the Certificate Consideration, the Acquisition Note and the Three Year Note to be issued pursuant to Sections 1.2 and 1.3 above will not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in one or more transactions that are exempt from such registration requirements pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, will be deemed to be "restricted securities" within the meaning set forth in Rule 144 under the Securities Act, may not be resold without registration under, or an exemption, from the registration requirements of the Securities Act, and that the Company will impose stop transfer instructions against the shares of the Certificate and Certificate Consideration. The Certificate, the Certificate Consideration, the Acquisition Note and the Three Year Note issued pursuant to Sections 1.2 and 1.3 shall bear substantially the following legend: [THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN/THIS PROMISSORY NOTE HAS NOT BEEN] THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND THE SAME HAS/HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. [THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE/THIS PROMISSORY NOTE MAY NOT BE] SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (II) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE ACT, THE RULES AND REGULATIONS THEREUNDER, OR APPLICABLE STATE SECURITIES LAWS.

Restrictions on Transfer of Securities. 1.1. Restrictions on Transfers of Securities 1.2. Legend 1.3. Notation

Restrictions on Transfer of Securities. I understand that (i) there may be no market for the Promissory Notes, (ii) the purchase of the Promissory Notes is a long- term investment, (iii) the transferability of the Promissory Notes is restricted, (iv) the Promissory Notes may be sold by me only pursuant to registration under the Securities Act and State Laws, or an opinion of counsel that such registration is not required, and (v) the Company does not have any obligation to register the Promissory Notes.

Restrictions on Transfer of Securities. Prior to the completion of the Company's first Public Offering, no holder of Marathon Securities, ▇▇▇▇▇▇▇ Family Securities or Employee Securities may Transfer any Marathon Securities, ▇▇▇▇▇▇▇ Family Securities or Employee Securities, as the case may be, except in an Exempt Transfer or otherwise provided by this Agreement.

Restrictions on Transfer of Securities. Without the consent of the Vestar Majority Holders (which consent may be given or withheld in their sole and absolute discretion), no holder of Pro-Fac Securities or Employee Securities may Transfer any Pro-Fac Securities or Employee Securities, as the case may be, except in an Exempt Transfer or as otherwise provided by this Agreement.

Restrictions on Transfer of Securities. I understand that (i) there may be no market for the Common Stocks, (ii) the purchase of the Common Stocks is a long- term investment, (iii) the transferability of the Common Stocks is restricted, (iv) the Common Stocks may be sold by me only pursuant to registration under the Securities Act and State Laws, or an opinion of counsel that such registration is not required, and (v) the Company does not have any obligation to register the Common Stocks.

Restrictions on Transfer of Securities. I understand that (i) there will be no market for the Shares, (ii) the purchase of the Shares is a long‑term investment, (iii) the transferability of the Shares is restricted, (iv) the Shares may be sold by me only pursuant to registration under the Securities Act and State Laws, or an exemption therefrom, and (v) the Company does not have any obligation to register the Shares. I represent and warrant that I am purchasing the Shares for my own account, for long term investment, and without the intention of reselling or redistributing the Shares. The Shares are being purchased by me in my name solely for my own beneficial interest and not as nominee for, on behalf of, for the beneficial interest of, or with the intention to transfer to, any other person, trust, or organization, and I have made no agreement with others regarding any of the Shares. My financial condition is such that it is not likely that it will be necessary for me to dispose of any of the Shares in the foreseeable future. I am aware that, in the view of the Securities and Exchange Commission, a purchase of securities with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of the Company or its business, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of any of the Shares and for which the Shares were or may be pledged as security would represent an intent inconsistent with the investment representations set forth above. I understand that any sale, transfer, pledge or other disposition of the Shares by me (i) will require the written consent of the Chief Executive Officer of the Company, (ii) will require conformity with the restrictions contained in this Section 4, and (iii) may be further restricted by a legend placed on the instruments or certificate(s) representing the securities containing substantially the following language: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be sold, offered for sale, or transferred except pursuant to either an effective registration statement under the Securities Act of 1933, as amended, and under the applicable state securities laws, or an opinion of counsel for the Company that such transaction is exempt from registration under the Securities Act of 1933, as amended, and under the applicable...

Restrictions on Transfer of Securities. Until the Transfer Restriction Expiration Date, ENEL shall not, and shall not permit any other company in the ENEL Group to, directly or indirectly, sell or transfer any of the shares except (i) to Echelon or in any Person or Group approved by Echelon; or (ii) to ENEL or any other company in the ENEL Group that agrees to accept such Shares subject to the restrictions set forth in this Section 9; or (iii) pursuant to a transaction involving the merger, sale, reorganization or change in Control of Echelon as approved by a Designated Majority of the Board of Directors of Echelon; or (iv) 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 Echelon or (2) which is made by another person or Group and is not opposed by a Designated Majority of the Board of directors of Echelon within the time the Board is required, pursuant to regulations under the Exchange Act, to advise Echelon’s stockholders of the Board’s position on such offer, or (B) subject to Echelon’s right of first refusal as set forth in Section 9.7, any other Tender Offer, which, if successful, would result in such person or Group owning or having the right to acquire shares of the Total Voting Stock with aggregate Voting Power representing at least forty percent (40%) of the Total Voting Power of Echelon then in effect. In the event that the stockholders of Echelon shall approve a Merger which is contemplated to be accounted for as a pooling of interests, the ENEL Group shall not sell or transfer any of the Shares in such a manner, in such an amount, or at such a time, that would prevent or impair such pooling of interests treatment, provided that Echelon gives ENEL prior written notice of the same. For the avoidance of doubt, Echelon acknowledges and agrees that ENEL, and any other company in the ENEL Group that owns the Shares from time to time, may pursuant to clause (ii) above freely transfer such Shares (subject to applicable U.S. federal securities laws) to any company in the ENEL Group.

Restrictions on Transfer of Securities. Except as otherwise provided for in this Article 2, no Stockholder shall Transfer any Securities without the prior written consent of Holdings.