Restrictions on Transfer Clause Example from Business Contracts

This example Restrictions on Transfer clause appears in 4 contracts from 1 company

Restrictions on Transfer. A. Investment Representations and Legend Requirements. The Grantee hereby makes the investment representations listed on Exhibit A to the Company as of the date of this Agreement, and agrees that such representations are incorporated into this Agreement by this reference, such that the Company may rely on them in issuing the Shares. The Grantee understands and agrees that the Company shall cause the legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s...) evidencing ownership of the Shares, together with any other legends that may be required by the Company or by applicable state or federal securities laws including legends relating to the Company's Voting Trust Agreement and/or Lock-up Agreement: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHTS OF FORFEITURE HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED COMMON STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND FORFEITURE RIGHTS ARE BINDING ON TRANSFEREES OF THESE SECURITIES. B. Stop-Transfer Notices. The Grantee agrees that to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 3 C. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, the Company's Voting Trust Agreement and Lock-up Agreement, if applicable or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends or distributions to any grantee or other transferee to whom such Shares shall have been transferred in violation of any of the provisions of this Agreement, the Company's Voting Trust Agreement and Lock-up Agreement, if applicable. D. Unvested Shares. No Unvested Shares nor any beneficial interest in any of such Shares, shall be sold, gifted, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the Grantee. E. Vested Shares. No Vested Shares purchased pursuant to this Agreement, nor any beneficial interest in such Vested Shares, shall be sold, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the Grantee or any subsequent transferee, except in compliance with the terms and conditions of this Agreement, the Company's Voting Trust Agreement and Lock-up Agreement, if applicable. View More