Restrictions on Transferability of Securities Clause Samples
The "Restrictions on Transferability of Securities" clause defines the limitations and conditions under which securities, such as shares or stock, may be transferred by their holders. Typically, this clause outlines requirements like obtaining company approval, complying with legal regulations, or offering the securities to existing shareholders before selling to outsiders. By setting these boundaries, the clause helps maintain control over the ownership structure, prevents unwanted third parties from acquiring interests in the company, and ensures compliance with applicable securities laws.
Restrictions on Transferability of Securities. Compliance with -------------------------------------------------------------- Securities Act. --------------
Restrictions on Transferability of Securities. 21 Section 8.1
Restrictions on Transferability of Securities. Except as set forth in this Section 9, the Present Shareholders and the Purchaser agree not to sell or transfer any of their shares and rights in the Company to a third party. This Section 9 will terminate upon the initial offering of the Company's shares to the public.
9.1 For the purpose of this Section 9, the shareholders, the Purchaser and the Other Purchasers will be regarded as the following Groups:
(a) Zisapel Group - ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, the Trust and RAD Data Communications Ltd.
(b) Clal Group - Clal Venture Capital LP, ECI Telecom Ltd.
(c) Finovelec Group - Finovelec, Factory Systemes, Houston Venture Partners Ltd.
(d) Capital Group - ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, W.S.P. Capital
(e) Maritime Group - Lerosh Investments Ltd., Gevahim Investments House Limited Ltd., ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Permal Emerging Growth V Ltd., Maritime-Julex Investment Ltd., ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇. ▇▇▇ ▇▇▇.
9.2 Group Members are entitled to transfer shares among themselves for consideration or without consideration without any restrictions.
9.3 Except as set forth in sections 9.9, 9.10 and 9.11 hereinbelow, any shareholder who shall elect to transfer (hereinafter "Seller") all or part of his shares, not in accordance with subsection 9.2 (hereinafter "Offered Shares") shall offer them first to the other registered shareholders of the Company at that time (hereinafter "Offerees") on a pro rata basis based on their share in the share capital of the Company.
9.4 In the event any such Offeree fails to exercise his right to purchase his Offered Shares within forty-five (45) days from the date the offer is made, then the Seller shall have the right to offer the Offered Shares to a third party at the same price and upon the same terms of sale as those offered to the other shareholders under section 9.3 and provided that said third party shall undertake all of Seller's obligations under this Agreement. (Such third party to be called hereunder, the "Transferee"). In the event that the shares are not sold to said party within six (6) months as of the offer to such said third party, then Section
Restrictions on Transferability of Securities. (a) This Warrant and the Warrant Shares issuable upon exercise of this Warrant (the “Securities”) shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Section.
(b) Each Holder agrees to comply in all respects with the provisions of this Warrant. Such Holder agrees not to make any disposition of all or any portion of the Securities unless and until (X) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering such proposed disposition and such disposition is made in accordance with such registration statement or (Y) such Holder shall have notified the Company of the proposed disposition, and if reasonably requested by the Company, such holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company that such disposition will not require registration of such shares under the Securities Act. Notwithstanding the foregoing, no registration statement or opinion of counsel shall be necessary for a transfer by a Holder (i) to a fund, partnership, limited liability company or other entity that is affiliated with such transferring Holder, (ii) to a partner or member (or retired partner or member) of such transferring holder, or to the estate of any such partner or member (or retired partner or member), (iii) to such transferring Holder’s spouse, siblings, lineal descendants or ancestors by gift, will or intestate succession or (iv) in compliance with Rule 144 (or any successor provision) of the Securities Act so long as the Company is furnished with satisfactory evidence of compliance with such rule; provided, however, that, in the case of (i), (ii) or (iii), the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original holder hereunder.
Restrictions on Transferability of Securities. The undersigned realizes that the Securities and the Common Shares issuable upon exercise of the Warrants are not, and will not be, registered under the Securities Act, will be "restricted securities" as defined in Rule 144 thereunder, and the offer and sale of such Securities to it are being made in reliance upon Rule 506(b) of Regulation D and/or Section 4(a)(2) of the Securities Act and similar exemptions under applicable securities laws of any state of the United States. The undersigned also understands that the Company has not agreed to register the Securities for distribution in accordance with the provisions of the Securities Act or any applicable state securities laws, that the Company has not agreed to comply with any exemption under the Securities Act or any such laws for the resale of the Securities, and that certain resale provisions of that regulation may not be available to the undersigned unless certain conditions are satisfied. Hence, the undersigned understands that, by virtue of the provisions of certain rules promulgated under the Securities Act and relating to "restricted securities," the Securities which the undersigned has subscribed for hereby may need to be held indefinitely, unless and until subsequently registered under the Securities Act and/or applicable state securities laws, or unless an exemption from registration is available, in which case the undersigned may still be limited with respect to the extent to which such Securities may be transferred, and that all certificates or statements evidencing such Securities shall bear, and be subject to the conditions of, the following legend(s), as applicable: provided, that if, the Securities are being sold in compliance with the requirements of Rule 904 and in compliance with applicable local laws and regulations, and provided that the Securities were issued when the Company qualified as a "foreign issuer" (as defined in Rule 902(e) of Regulation S under the Securities Act), the legend may be removed by providing a customary declaration to the Company and to its transfer agent, in the form attached hereto as Appendix I or as may be reasonably required by the Company or the transfer agent; provided further, if any of the Securities are being sold pursuant to Rule 144, if available, the legend shall be removed by delivering to the Company and the transfer agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the transfer ag...
Restrictions on Transferability of Securities. SECTION 5.01 General SECTION 5.02 Improper Sale or Encumbrance SECTION 5.03 Restrictive Legends SECTION 5.04 Sales of Significant Interests
Restrictions on Transferability of Securities. COMPLIANCE WITH SECURITIES ACT; REGISTRATION RIGHTS ---------------------------------------------------
Restrictions on Transferability of Securities. Section 5.01.
Restrictions on Transferability of Securities. DBSI hereby agrees that certificates evidencing the Securities, if any, being accepted by him shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION. DBSI acknowledges that the Securities are not registered under the 1933 Act and that under the 1933 Act, the Securities must be held unless they are subsequently registered under the 1933 Act or unless an exemption from registration is available with respect to any proposed transfer or disposition of the Securities.
Restrictions on Transferability of Securities. 16 Section 8.1. Restrictions on Transferability.................... 16 Section 8.2.