STOCK TRANSFER RESTRICTION Clause Samples

STOCK TRANSFER RESTRICTION. A. No shares of CTI stock issued to Participant to effectuate the Merger ("Merger Shares") may be sold, transferred or assigned, whether voluntarily or involuntarily, by operation of law or otherwise, except as provided herein. Any purported sale, transfer or assignment of Merger Shares other than in accordance with these provisions shall be null and void ab initio. B. Merger Shares may be sold, transferred, or assigned (i) in accordance with SECTION 1.C below, or (ii) by will or the laws of descent and distribution. C. Except as permitted by SECTION 1.B above, before any Merger Shares may be sold, transferred or assigned, such Merger Shares shall first be offered for sale to the Company in the following manner: (i) The Participant intending to sell, transfer or assign Merger Shares shall deliver to the Company a written notice (the "Notice") of the Participant's bona fide intention to sell, transfer or assign Merger Shares. The Notice shall specify (a) the proposed buyer or buyers, (b) the number of Merger Shares to be sold or transferred, (c) the price per share, and (d) the other terms and conditions upon which the Participant intends to make such sale or transfer. In the event that any part of the consideration to be received is other than cash, the Notice shall fully describe such consideration and state the fair market value thereof. The Company, at its option and its expense, may in good faith require that the fair market value of such consideration be determined by an independent appraiser selected by the Company. In the case of consideration other than cash, the price per share shall be the fair market value of such consideration as stated in the Notice, unless the Company exercises its option to require the aforementioned independent appraisal, in which case the price per share shall be such independently appraised fair market value. (ii) Within thirty (30) days after receipt of the Notice, the Company shall have the prior right to purchase the Merger Shares described in the Notice at the price and on the other terms and conditions stated in the Notice. The Company may elect to purchase all (but not less than all) of the Merger Shares described in the Notice by notifying the offering Participant in writing within such thirty (30) day period, and tendering payment to the offering Participant within thirty (30) days after giving such notice, against delivery of an assignment of the Merger Shares, free and clear of all liens, claims and encumbrances...
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STOCK TRANSFER RESTRICTION. From the Effective Date to and including October 31, 2002, except as expressly provided for herein or unless otherwise consented to in writing in advance by
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STOCK TRANSFER RESTRICTION. The Shareholder may not transfer any shares of Corporation stock without the prior written consent of the Corporation. This applies to any disposition or encumbrance, whether voluntary, involuntary, or by operation of law. Any transfer in violation of this Agreement is void. Shares transferred with consent shall be held by the transferee subject to the provisions of this Agreement or such other Agreement the Corporation deems appropriate.
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STOCK TRANSFER RESTRICTION. While this Agreement is in effect, Shareholder shall not have any right to sell, gift, assign, encumber, transfer or otherwise convey the Shares except as provided by this Agreement. Any sale, gift, assignment, encumbrance, transfer or other disposition of the Shares in contravention of the terms of this Agreement shall be null and void.
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STOCK TRANSFER RESTRICTION. (a) The Shareholder may not transfer any shares of the Corporation's stock without the prior written consent of the Corporation. This applies to any disposition or encumbrance, whether voluntary, involuntary or by operation by law. Any transfer in violation of this Agreement is void and will not be reflected on the Corporation's books. Shares transferred with the consent of the Corporation shall be held by the transferee subject to the provisions of this Agreement or such other Agreement as the Corporation deems appropriate. (b) Notwithstanding Section 4(a), the Shareholder may transfer all or part of his shares of stock of the Corporation to a revocable trust of which the Shareholder is the grantor for the benefit of the Shareholder or his immediate family. The trustee of the revocable trust shall receive and hold such shares of the stock subject to the terms of this Agreement and the obligations hereunder of the Shareholder. Shares of the stock transferred pursuant to this Section 4(b) shall be treated for purposes of this Agreement as if they were still owned by the Shareholder.
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STOCK TRANSFER RESTRICTION. Notwithstanding any other provisions of this Article II, prior to the two-year anniversary date of the date hereof (the “Measuring Date”), no Principal Stockholder shall, directly or indirectly, transfer any Controlled Shares or any rights or interests in any Controlled Shares. Thereafter, on each anniversary of the Measuring Date, 50% of such Controlled Shares shall be released from the Transfer restriction imposed by the foregoing sentence such that on the second anniversary of the Measuring Date none of such Controlled Shares shall be subject to such Transfer restriction. Any such Controlled Shares that have been released from the Transfer restriction imposed by this Section 2.2 may be Transferred in accordance with the terms of this Article II.
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Related to STOCK TRANSFER RESTRICTION

  • Transfer Restriction No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

  • Lock-up; Transfer Restrictions (a) The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of the Company’s initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. (b) Subject to the provisions set forth in paragraph 5(c), the Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or the Ordinary Shares underlying such Private Placement Warrants until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants or Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors, any affiliates or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section [6(h)] of the Underwriting Agreement.

  • Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

  • No Other Legend or Stock Transfer Restrictions No legend other than the one specified in Section 9.1 has been or shall be placed on the share certificates representing the Registrable Securities and no instructions or "stop transfer orders," "stock transfer restrictions," or other restrictions have been or shall be given to the Company's transfer agent with respect thereto other than as expressly set forth in this Article IX.

  • No Transfer Restrictions The Depositor has not created, incurred or suffered to exist any restriction on transferability of the Receivables except for the restrictions on transferability imposed by this Agreement. The transfer of the Receivables and the Receivable Files by the Depositor to the Issuer pursuant to this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.