Transfer Restriction Sample Clauses

Transfer Restriction. The Investor agrees not to resell or transfer any Purchased Shares unless prior written consent of the Company is obtained. Subject to any legal or contractual restrictions, if at any time the Investor proposes to dispose of any of the Purchased Shares, then the Investor shall promptly give the Company written notice of its intention to make the disposal (the “Disposal Notice”). The Disposal Notice shall include the number of Shares (“Offered Shares”) to be disposed. The Company will have the first option to purchase all or part of the Offered Shares at the closing price of the Offered Shares on the date of the Disposal Notice, provided that the Company shall exercise its right to purchase within 5 Business Days from the date of receipt of the Disposal Notice.

Transfer Restriction. (a) The Principal Stockholder hereby covenants and agrees that he shall not sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of, whether by operation of law or by agreement or otherwise (each a "Transfer"), from the date hereof until the termination of the Merger Agreement, any Shares or Options, or any right, title or interest therein or thereto. (b) Notwithstanding the foregoing, the Principal Stockholder may Transfer any Shares or Options, or any right, title or interest therein or thereto, to any trust which is established, and which remains, solely for the benefit of the Principal Stockholder or his spouse, siblings, children or grandchildren (a "Trust"), provided, that, prior to such Transfer, the Trust shall execute and deliver an agreement by which it shall become a party to and be bound by the applicable terms and provisions of this Agreement, in form and substance reasonably satisfactory to Parent. (c) Notwithstanding the foregoing, if Parent permits any stockholder that is a party to an agreement containing restrictions on transfer of the type contained herein (the "Transferring Stockholder") to Transfer any Shares, Options or warrants to purchase Company Common Stock (the "Warrants") after the date hereof and prior to the termination of the Merger Agreement, which Transfer would otherwise be prohibited by such agreement, then Parent shall permit the Principal Stockholder, upon his request, to Transfer a number of Shares or Options equal to the product of (i) the number of Shares, Options or Warrants Transferred by the Transferring Stockholder divided by the number of Shares, Options or Warrants owned by the Transferring Stockholder as of the date of such Transfer, and (ii) the number of Shares or Options owned by the Principal Stockholder as of the date of such Transfer, in each case, treating all Options and Warrants as Shares on an as- converted basis (without giving effect to restrictions or limitations on the exercise of such Options or Warrants).

Transfer Restriction. The Series A Preferred Units shall not be transferable.

Transfer Restriction a. For a period ending six months after the date of this Agreement (the "Restricted Period"), the Purchaser agrees that it shall not sell, transfer or otherwise dispose of the Shares or any right, title, or interest therein to any person, other than (i) to an entity controlled by or under common control with the which agrees to be bound by the terms of this Agreement, or (ii) to an "accredited investor" (as defined under the rules and regulations under the Securities Act) after complying with paragraph (b) below. ; ; b. During the Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first offering to sell such Shares to the Company or its designee. Such offer (the "Offer") shall: (i) be in writing (the "Offer Notice"); (ii) specify the number of Shares proposed to be transferred; and (iii) specify the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares by wire transfer of immediately available funds to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any Shares. c. The ...

Transfer Restriction. Any Shares delivered pursuant to Section 3 hereof shall thereafter be freely transferable by the Employee, provided that the Employee agrees for himself or herself and his or her heirs, legatees and legal representatives, with respect to all Shares acquired pursuant to the terms and conditions of this Agreement (or any Shares issued pursuant to a stock dividend or stock split thereon or any securities issued in lieu thereof or in substitution or exchange therefor), that he or she and his or her heirs, legatees and legal representatives will not sell or otherwise dispose of such shares except pursuant to a registration statement filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), or except in a transaction which is determined by counsel to the Company to be exempt from registration under the Act and any applicable state securities laws; and to execute and deliver to the Company such investment representations and warranties, and to take such other actions, as counsel for the Company determines may be necessary or appropriate for compliance with the Act and any other applicable securities laws. The Employee agrees that any certificates representing any of the Shares acquired pursuant to the terms and conditions of this Agreement may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws.

Transfer Restriction. Until lapse of the transfer restriction, the Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided in the Plan or this Agreement. Additional shares of Common Stock or other property distributed to the Grantee in respect of the Restricted Stock, as dividends or otherwise, shall be subject to the same restrictions applicable to the Restricted Stock (the term “Restricted Stock” shall also be deemed to include such other shares and property). The Restricted Stock shall be held by the Company in escrow for so long as the Restricted Stock is subject to transfer restrictions under this Section 2 and the Plan. The Company may direct its stock transfer agent to legend or place a stop transfer order on the Restricted Stock and any certificate issued evidencing shares of the Restricted Stock shall remain in the possession of the Company until such shares are free of any restriction specified in the Plan or this Agreement.

Transfer Restriction. Unless otherwise permitted by the Committee, the Option is non-transferable, except that, in the event of your death, it may be transferred by will or the laws of descent and distribution. Only you (or your guardian or legal representative) may exercise the Option.

Transfer Restriction. None of the issued Shares may be sold or transferred in contravention of (i) any market blackout periods the Corporation may impose from time to time or (ii) the Corporation’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies to the extent applicable to you from time to time.

Transfer Restriction. The Certificate shall not be transferable by the Certificateholder to any other Person unless such transfer is a result of or in connection with a consolidation or merger of the Certificateholder with such Person. Any other purported transfer of the Certificate or any beneficial interest therein will be deemed to be void and of no effect to the extent permitted by applicable law.