Share Restriction Clause Samples
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Share Restriction a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof, other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement.
b. Any subsequent issuance to and/or acquisition by Holder of Common Stock or options or instruments convertible into Common Stock will be subject to the provisions of this Agreement.
c. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin.
Share Restriction a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Period, other than in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement.
b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder will be subject to the provisions of this Agreement.
c. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.
Share Restriction a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof or acquires hereafter during the Restriction Period, other than in connection with an offer made to all shareholders of the Company in connection with any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement.
b. Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Holder will be subject to the provisions of this Agreement.
c. The foregoing restrictions notwithstanding, the Holder may sell during the Restriction Period, shares of Common Stock actually owned by the Holder on the Initial Closing Date (as defined in the Subscription Agreement) if such sales are for more than $0.70 per share. In no event may more than one percent (1%) of the amount of shares of Common Stock actually owned by the Holder on the Initial Closing Date be sold during any thirty (30) day period.
d. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any tine and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.
Share Restriction. Holder hereby agrees that Holder will not sell, ------------------ transfer, or otherwise dispose of:
(a) any capital stock of the Company, any rights to acquire capital stock of the Company or any capital stock which Holder has a right to acquire, from the date of this Agreement to and including a date twenty-four months after the contemplated Tender Offer; and
(b) any capital stock of the Company, any rights to acquire capital stock of the Company or any capital stock which Holder has a right to acquire, in excess of 25% of such holdings or rights during each consecutive twelve month period beginning the first day of the twenty-fifth month after the contemplated Tender Offer and ending on the last day of the seventy-second month after the contemplated Tender Offer other than (i) in connection with an offer made to all stockholders of the Company or any merger, consolidation or similar transaction involving the Company, or (ii) with the prior written consent of the Company. Holder further agrees that the Company is authorized to place "stop orders" on its books to prevent any transfer of shares of capital stock or other securities by Holder in violation of this Agreement.
Share Restriction. The Company, Novus and the Stockholders hereby agree that concurrently with the Closing, the Founders Shares (other than those Founders Shares forfeited pursuant to Section 2) shall be held in escrow pursuant to the Escrow Agreement and that Novus shall instruct CST that the Restricted Shares (as defined below) shall be subject to potential forfeiture until vested in accordance with Section 4 and the further restrictions on transfer set forth in this Agreement the Sponsor Support Agreement and the Lock-Up Agreement.
Share Restriction. The Shares owned by Shareholders post Closing shall be restricted from trade for a period of two (2) years following Closing, or as the Company shall otherwise require.
Share Restriction a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of the shares of Common Stock specifically set forth in this Agreement and that this Agreement will not apply to any other stock, options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of the specific shares of Common Stock restricted by this Agreement.
b. Any subsequent issuance to and/or acquisition of shares by Holder will not be subject to the provisions of this Agreement.
c. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer the Common Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.
Share Restriction a. Holder hereby agrees that during the Restriction Period, the Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other security of the Company which Holder owns or has a right to acquire as of the date hereof, other than in connection with an offer made to all shareholders of the Company in connection with merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Holder in violation of this Agreement. The Company agrees not to allow to occur any transaction inconsistent with this Agreement.
b. Any subsequent issuance to and/or acquisition by Holder of Common Stock or options or instruments convertible into Common Stock will be subject to the provisions of this Agreement.
c. The foregoing restrictions notwithstanding, the Insider may sell up to the number of shares of Common Stock (the “Insider Stock”) actually and/or beneficially owned by Insider on the Closing Date (as defined in the Securities Purchase Agreement) at a price of not less than the Initial Conversion Price of the Debentures, as defined in the Debenture of the Company, provided that such sales specified in this item (c) shall be subject the 144-Like Volume Limitations, as that term is defined below, and provided further that such sales specified in this item (c) may not exceed one-third (1/3) of the 144-Like Volume Restrictions in any thirty (30) day period during the Restriction Period. For purposes hereof,
Share Restriction. The Company has obtained the agreement of ______________________________________ that, for a period of ninety (90) days from the date hereof, they will not, without your prior written consent, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Common Shares of the Company or securities convertible into shares held by such persons (including, without limitation, Common Shares deemed to be beneficially owned by such person in accordance with the Rules and Regulations promulgated under the 1934 Act), other than in connection with a bona fide pledge for security purposes or a transfer for estate planning purposes.
Share Restriction. Holder hereby agrees that from the date hereof until the date which is one year from the date hereof (the “Restriction Date”), Holder (including all direct affiliates of Holder) will not sell, pledge, transfer, hypothecate or otherwise dispose of any capital stock of the Company, any rights to acquire capital stock of the Company or any capital stock which Holder has a right to acquire, whether such capital stock is registered in the name of the Holder or otherwise (“Holder’s Shares”), other than with the prior written consent of the Company. Holder further agrees that the Company is authorized to place "stop orders" on its books to prevent any transfer of shares of capital stock or other securities by Holder in violation of this Agreement. During the Restriction Period, Holder further agrees not vote or grant a proxy with respect to any of the Holder’s Shares, other than with the prior written consent of the Company.