Transfer Restrictions and Company Repurchase Option Clause Samples

The Transfer Restrictions and Company Repurchase Option clause limits a shareholder’s ability to sell, transfer, or otherwise dispose of their shares without meeting certain conditions or obtaining company approval. Typically, this clause may require shareholders to offer their shares to the company or other shareholders before selling to outside parties, and it may grant the company the right to repurchase shares under specific circumstances, such as an employee leaving the company. Its core function is to maintain control over the company’s ownership structure, prevent unwanted third parties from acquiring shares, and provide the company with a mechanism to reclaim shares when necessary.
Transfer Restrictions and Company Repurchase Option. (a) Option Shares may not, without the prior written consent of the Company, be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or by the applicable laws of descent and distribution (the "Transfer Restrictions") unless and until the Transfer Restrictions with respect to such Option Shares shall have lapsed as provided herein. The Transfer Restrictions shall lapse in their entirety: (i) with respect to one-third of the number of Option Shares specified on the first page of this Agreement at the close of business on each of the first, second and third anniversaries of the Grant Date that occur prior to your Employment Termination Date and (ii) with respect to all of the Option Shares specified on the first page of this Agreement in the event of your death, your disability (as defined in Section 1(f) of the Employment Agreement), your termination of employment by the Company without Cause (as defined in Section 1(d) of the Employment Agreement) or by you with Good Reason (as defined in Section 1(i) of the Employment Agreement), or a Change of Control (as defined in Section 1(e) of the Employment Agreement). From and after your Employment Termination Date, no further lapsing of the Transfer Restrictions shall occur and you shall forfeit any rights to and interests in the Option Shares as to which the Transfer Restrictions shall not have lapsed.The Company shall have the right, exercisable in accordance with Section 2(b) hereof, to repurchase all or any portion of the Option Shares purchased by you upon exercise of the Option with respect to which the Transfer Restrictions shall not have lapsed, at a price per share equal to the Exercise Price specified on the first page of this Agreement (the "Exercise Price"). The right of the Company to repurchase Option Shares at the Exercise Price as provided in this Section 2(a) is hereinafter referred to as the "Company Repurchase Option". (b) The Company may exercise the Company Repurchase Option by mailing to you at your last address listed in the records of the Company, or by delivering to you, a notice that it has exercised the Company Repurchase Option and the number of Option Shares with respect to which it has exercised the Company Repurchase Option, within six (6) months after the date that the Company shall first have been entitled to exercise the Company Repurchase Option (the "Repurchase Option Period"). Such notice shall be accompanied by a check payable to you in t...
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Related to Transfer Restrictions and Company Repurchase Option

  • 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.

  • 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.

  • 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.

  • Transfer Restricted Securities The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.