Transfers of Common Stock Sample Clauses
The "Transfers of Common Stock" clause defines the rules and restrictions governing how and when shareholders may sell, assign, or otherwise transfer their shares of common stock in a company. Typically, this clause outlines any required approvals, such as board or other shareholder consent, and may specify exceptions for transfers to affiliates or family members. By establishing clear procedures and limitations, the clause helps maintain control over the company's ownership structure and prevents unwanted or disruptive changes in shareholding.
Transfers of Common Stock. No shares of Common Stock acquired upon exercise of the Option will be transferred except in a transaction registered or exempt from registration under any applicable securities laws.
Transfers of Common Stock. Unless and until this Agreement is terminated pursuant to Section 6.2, no Requesting Person nor any Requesting Person’s Affiliates and Associates will sell or otherwise transfer any Beneficial Ownership in any shares of Common Stock to any Person not a party to this Agreement except:
(i) in open market transactions on The Nasdaq Capital Market or on such principal stock exchange as the Common Stock is then listed for trading; or if the Common Stock is not listed on any stock exchange at the time, then in transactions effected through trading on an inter-dealer quotation system if the Common Stock is then quoted on such a system, and if not, then through trading on over-the-counter bulletin boards or “pink sheets;” or
(ii) in private transactions and only if any such private transaction is not to any Person or Group that the Requesting Persons or their respective Affiliates and Associates reasonably believes after due inquiry Beneficially Owns or as a result of such transaction would Beneficially Own 4.9% or more of the Company’s then outstanding Common Stock.
Transfers of Common Stock. (a) Except as permitted pursuant to Section 2.1(b) or with the prior written consent of ▇▇▇▇▇, ▇▇▇▇▇ shall not Transfer any shares of Common Stock until the earlier to occur of (i) the fifth anniversary of the Closing Date and (ii) the date of completion of the initial Public Offering (the "RELEASE DATE"). Prior to making any permitted (whether as result of the exceptions set forth in Section 2.1(b) or otherwise) Transfer of shares of Common Stock to any Person at any time prior to the termination of this Agreement (other than a Transfer pursuant to a Public Offering, a Transfer (provided Heinz promptly notifies the Company and the other Investor Stockholders of such Transfer and the number of shares of Common Stock Transferred) after the initial Public Offering under Rule 144 under the Securities Act (a "RULE 144 SALE") or a Transfer pursuant to Sections 2.1(b)(iii)), Heinz shall obtain an Investor Joinder from such transferee, and such transferee shall, by execution thereof, agree to become and automatically be deemed to be an Investor Stockholder subject to all of the rights and obligations contained in this Agreement applicable to Heinz and to have made on the date thereof all representations and warranties made on the date hereof by Heinz (modified, if necessary, to reflect the nature of such Person as a corporation, partnership, other entity or natural person). Promptly thereafter, Heinz shall cause originally executed copies of such Investor Joinder to be delivered to the Company and the other Investor Stockholders and shall notify such Investor Stockholders of the number of shares of Common Stock Transferred.
(b) The restriction on Transfer contained in the first sentence of Section 2.1(a) above shall be inapplicable with respect to:
(i) any Transfers of Common Stock made by an individual Investor Stockholder to his or her Family Group and, thereafter, among members of such Family Group;
(ii) any Transfers of Common Stock by an Investor Stockholder to a member of its Corporate Group and, thereafter, among members of such Corporate Group; PROVIDED, HOWEVER, if such transferee ceases to be a member of such Corporate Group, such transferee shall immediately Transfer such Common Stock to a member of such Investor Stockholder's Corporate Group;
(iii) any Transfer of Common Stock pursuant to the terms of Sections 2.3 or 2.4 or the Registration Rights Agreement; and
(iv) any Transfers of Common Stock made by an individual Investor Stockholder upon his or ...
Transfers of Common Stock. Nothing in this Agreement shall restrict in any way the right of any Stockholder to transfer any of its shares of Common Stock. Prior to such transfer, Stockholder shall provide the Company with notice of the intended transfer and the number of shares of Common Stock intended to be transferred. Shares transferred in accordance with this Section 3 to a party who is not a Stockholder shall not thereafter be subject to this Agreement.
Transfers of Common Stock. For all transfers of Common Stock, the Participant is subject to the requirements of the SRA ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy (CO-POL-04) and applicable securities laws, including but not limited to, continued prohibition against any purchase or sale of Common Stock while in possession of material nonpublic information concerning the Company and against disclosure of material nonpublic information to others who might trade on the basis of that information.
Transfers of Common Stock. Subject to Sections 2.1, 2.2 ------------------------- and 2.3, any Stockholder may Transfer all or any portion of the Common Stock held by it, provided that, prior to a Transfer to an Affiliate of a Stockholder, such Affiliate shall enter into a written agreement to be bound by the terms and conditions of this Agreement which are applicable to all Stockholders.
Transfers of Common Stock. Each transferee or assignee of any shares of Common Stock subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition precedent to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be a Key Holder and Stockholder, as applicable. The Company shall not permit the transfer of the shares of Common Stock subject to this Agreement on its books or issue a new certificate representing any such shares unless and until such transferee shall have complied with the terms of this Subsection 9.12. Each certificate instrument, or book entry representing the shares of Common Stock subject to this Agreement if issued on or after the date of this Agreement shall be notated by the Company with the legend set forth in Subsection 9.13.
Transfers of Common Stock. Nothing in this Agreement shall be construed to restrict the sale, transfer or other disposition of Common Stock beneficially owned by either party. Shares transferred by either party to a person or entity who is not a party to this Agreement may be transferred free and clear of any rights and obligations under this
Transfers of Common Stock. No portion of the Option or any Option Shares will be transferred by Umpqua or its transferee hereunder except in a transaction registered or exempt from registration under any applicable securities laws.
Transfers of Common Stock. Rall-Folks shall not ▇▇▇▇, pledge, transfer or otherwise dispose of the shares of Common Stock to be received by it except in compliance with the applicable provisions of the 1933 Act and the rules and regulations promulgated thereunder, including Rule 145. In order to assure that any sales of the shares of Common Stock issued hereunder will be made in an orderly manner so as not to adversely affect the market for the Common Stock, for a period of two years after the Closing Date, Rall-Folks shall not, ▇▇▇▇out the prior consent of Checkers, (i) sell in excess of 50,000 shares of Common Stock during any calendar week and (ii) sell in excess of 25,000 shares in any one day; provided however, that additional sales in excess of such limits may be made provided the same are made at a price higher than the lowest then current bid price for the Common Stock (on an "uptick"). Checkers may refuse to register or give effect to any sales in excess of such limitation (Rall-Folks shall pro▇▇▇▇ Checkers with evidence that all sales in excess of such limit were made on an uptick). Rall-Folks shall, upo▇ ▇▇e distribution of any of the Common Stock to any stockholder of Rall-Folks, cause suc▇ ▇▇rson to deliver an Agreement to Checkers as a condition of such distribution and the transfer of the ownership of such shares upon the stock register of Checkers, which agreement shall contain the covenants set forth in this Section 7.07 and a proportionate limitation on sales. In the event that Checkers acquires all of the outstanding stock of Rally's through a merger of Rally's with a subsidiary of Checkers or otherwise, then the 25,000 share per day and 50,000 share per week volume limitations set forth above shall be increased to 37,500 shares per day and 75,000 shares per week.