Grouped Into 124 Collections of Similar Clauses From Business Contracts
This page contains Restrictions on Transfer clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Restrictions on Transfer. 9.1 Restrictive Legends. This Warrant and each Warrant issued upon transfer or in substitution for this Warrant pursuant to Section 10 hereof, each certificate for Common Stock issued upon the exercise of the Warrant and each certificate issued upon the transfer of any such Common Stock shall be transferable only upon satisfaction of the conditions specified in this Section 9. Each of the foregoing securities shall be stamped or otherwise imprinted with a legend reflecting the restrictions on tr...ansfer set forth herein and any restrictions required under the Securities Act or other applicable securities laws. 9.2 Notice of Proposed Transfer. Prior to any transfer of any securities which are not registered under an effective registration statement under the Securities Act ("Restricted Securities"), which transfer may only occur if there is an exemption from the registration provisions of the Securities Act and all other applicable securities laws, the Holder will give written notice to the Company of the Holder's intention to effect a transfer (and shall describe the manner and circumstances of the proposed transfer). The following provisions shall apply to any proposed transfer of Restricted Securities: (i) If in the opinion of counsel for the Holder reasonably satisfactory to the Company the proposed transfer may be effected without registration of the Restricted Securities under the Securities Act (which opinion shall state in detail the basis of the legal conclusions reached therein), the Holder shall thereupon be entitled to transfer the Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. Each certificate representing the Restricted Securities issued upon or in connection with any transfer shall bear the restrictive legends required by Section 9.1 hereof. (ii) If the opinion called for in (i) above is not delivered, the Holder shall not be entitled to transfer the Restricted Securities until either: (x) receipt by the Company of a further notice from such Holder pursuant to the foregoing provisions of this Section 9.2 and fulfillment of the provisions of clause (i) above, or (y) such Restricted Securities have been effectively registered under the Securities Act. 9.3 Certain Other Transfer Restrictions. Notwithstanding any other provision of this Warrant: (i) prior to the Exercise Date, this Warrant or the Restricted Securities thereunder may only be transferred or assigned to the persons permitted under FINRA Rule 5110(g), and (ii) subject at all times to FINRA Rule 5110(g), no opinion of counsel shall be necessary for a transfer of Restricted Securities by the holder thereof to any Person employed by or owning equity in the Holder, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if the transferee were the original purchaser hereof and such transfer is permitted under applicable securities laws. 9.4 Termination of Restrictions. Except as set forth in Section 9.3 hereof and subject at all times to FINRA Rule 5110(g), the restrictions imposed by this Section 9 upon the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities: (a) which shall have been effectively registered under the Securities Act, or (b) when, in the opinion of counsel for the Company, such restrictions are no longer required in order to insure compliance with the Securities Act or Section 10 hereof. Whenever such restrictions shall cease and terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive from the Company, without expense (other than applicable transfer taxes, if any), new securities of like tenor not bearing the applicable legends required by Section 9.1 hereof.View More
Restrictions on Transfer. 9.1 6.1 Restrictive Legends. This Warrant and each Warrant issued upon transfer or in substitution for this Warrant pursuant to Section 10 hereof, 7, each certificate for Common Stock issued upon the exercise of the any Warrant and each certificate issued upon the transfer of any such Common Stock shall be transferable only upon satisfaction of the conditions specified in this Section 9. 6 and Section 7.4. Each of the foregoing securities shall be stamped or otherwise imprinted with a legend ref...lecting the restrictions on transfer set forth herein in Section 7 hereof and any restrictions required under the Securities Act or other applicable securities laws. 9.2 of 1933, as amended (the "Act"). 6.2 Notice of Proposed Transfer. Transfer; Opinion of Counsel. Prior to any transfer of any securities securities, which are not registered under an effective registration statement under the Securities Act ("Restricted Securities"), which transfer may only occur if there is an exemption from the registration provisions of the Securities Act and all other applicable securities laws, the Holder will give written notice to the Company of the Holder's intention to effect affect a transfer (and and to comply in all other respects with this Section 6.2. Each notice (i) shall describe the manner and circumstances of the proposed transfer). transfer, and (ii) shall designate counsel for the Holder giving the notice. The Holder giving notice will submit a copy thereof to the counsel designated in the notice. The following provisions shall apply to any proposed transfer of Restricted Securities: (i) then apply: (a) If in the opinion of counsel for the Holder reasonably satisfactory to the Company the proposed transfer may be effected without registration of the Restricted Securities under the Securities Act (which opinion shall state in detail the basis of the legal conclusions reached therein), the Holder shall thereupon be entitled to transfer the Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. Each certificate representing the Restricted Securities issued upon or in connection with any transfer shall bear the restrictive legends required by Section 9.1 6.1 hereof. (ii) 4 (b) If the opinion called for in (i) (a) above is not delivered, the Holder shall not be entitled to transfer the Restricted Securities until either: (x) either (i) receipt by the Company of a further notice from such Holder pursuant to the foregoing provisions of this Section 9.2 6.2 and fulfillment of the provisions of clause (i) (a) above, or (y) (ii) such Restricted Securities have been effectively registered under the Securities Act. 9.3 Certain Other Transfer Restrictions. (c) Notwithstanding any other provision of this Warrant: (i) prior to the Exercise Date, this Warrant or the Restricted Securities thereunder may only be transferred or assigned to the persons permitted under FINRA Rule 5110(g), and (ii) subject at all times to FINRA Rule 5110(g), no opinion of counsel shall be necessary for a transfer of Restricted Securities by the holder thereof to any Person employed by or owning equity in the Holder, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if the transferee were the original purchaser hereof and such transfer is permitted under applicable securities laws. 9.4 Termination of Restrictions. Except as set forth in Section 9.3 hereof and subject at all times to FINRA Rule 5110(g), foregoing, the restrictions imposed by this Section 9 upon the transferability of Restricted Securities any of its rights to acquire Common Stock or Common Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall cease and terminate as to any particular Restricted Securities: (a) which share of Common Stock when: (1) such security shall have been effectively registered under the Securities Act and sold by the holder thereof in accordance with such registration, or (2) such security shall have been sold without registration in compliance with Rule 144 under the Securities Act, or (b) when, in (3) a letter shall have been issued to the opinion Holder at its request by the staff of counsel for the Company, Securities and Exchange Commission (the "SEC") or a ruling shall have been issued to the Holder at its request by the SEC stating that no action shall be recommended by such restrictions are no longer required in order to insure compliance with staff or taken by SEC, as the case may be, if such security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or Section 10 hereof. ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of Common Stock then outstanding as to which such restrictions shall cease and terminate as to any Restricted Securities, the Holder thereof have terminated shall be entitled to receive from the Company, without expense (other than applicable transfer taxes, if any), to such Holder, one or more new securities certificates for the Warrant or for such shares of like tenor Common Stock not bearing the applicable legends required by Section 9.1 hereof. any restrictive legend. View More
Restrictions on Transfer. 9.1 3.1 Restrictive Legends. This Except as otherwise permitted by this Section 3, each Warrant and originally issued, each Warrant issued upon transfer direct or in substitution for this Warrant pursuant to Section 10 hereof, indirect transfer, each certificate for Common Stock (or Other Securities) issued upon the exercise of the Warrant any Warrant, and each certificate issued upon the direct or indirect transfer of any such Common Stock shall be transferable only upon satisfaction of the con...ditions specified in this Section 9. Each of the foregoing securities (or Other Securities), shall be stamped or otherwise imprinted with a legend reflecting in substantially the restrictions on transfer set forth herein and any restrictions required under the Securities Act or other applicable securities laws. 9.2 following form, if applicable: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR EXEMPTION THEREFROM AND ANY APPLICABLE STATE SECURITIES LAWS OR EXEMPTION THEREFROM." 3.2 Notice of Proposed Transfer. Transfer; Opinions of Counsel. Prior to any transfer of any securities which Restricted Securities that are not registered under an effective registration statement under the Securities Act ("Restricted Securities"), which (other than a transfer may only occur if there is an exemption from the registration provisions of the Securities Act and all other applicable securities laws, pursuant to Rule 144, Rule 144A or any comparable rule under such Act), the Holder thereof will give written notice to the Company of the such Holder's intention to effect a such transfer (and and to comply in all other respects with this Section 3.2. Each such notice shall (a) describe the manner and circumstances of the proposed transfer). transfer in sufficient detail to enable counsel to render the opinion referred to below, and (b) designate counsel for the Holder giving such notice, which counsel shall be reasonably satisfactory to the Company. The Holder giving such notice will submit a copy thereof to the counsel designated in such notice. The following provisions shall apply to any proposed transfer of Restricted Securities: (i) If then apply: 3.2.1 if in the written opinion of such counsel for the Holder reasonably satisfactory Holder, obtained at the Holder's sole cost and expense and a copy of which shall be delivered to the Company and shall be reasonably satisfactory in form, scope and substance to the Company, the proposed transfer may be effected without registration of the such Restricted Securities under the Securities Act (which opinion shall or applicable state in detail the basis of the legal conclusions reached therein), the securities laws, such Holder shall thereupon be entitled to transfer the such Restricted Securities in accordance with the terms of the notice delivered by the such Holder to the Company. Each certificate representing the Restricted Securities Security or certificate, if any, issued upon or in connection with any such transfer shall bear the appropriate restrictive legends required by legend set forth in Section 9.1 hereof. (ii) If 3.1 unless, in the opinion called for in (i) above of such counsel, such legend is no longer required to insure compliance with the Securities Act and applicable state securities laws; and 3 3.2.2 if the opinion of such counsel rendered pursuant to the foregoing subdivision 3.2.1 is not delivered, to the effect that the proposed transfer may legally be effected without registration of such Restricted Securities under the Securities Act or applicable state securities laws (such opinion to state the basis of the legal conclusions reached therein), such Holder shall not be entitled to transfer the such Restricted Securities (other than a transfer pursuant to Rule 144, Rule 144A or any comparable rule under the Securities Act) until either: (x) receipt by the Company of a further notice from and a further opinion of counsel for such Holder pursuant to the foregoing provisions effect stated in subdivision 3.2.1 above or until registration of this Section 9.2 and fulfillment of the provisions of clause (i) above, or (y) such Restricted Securities have been effectively registered under the Securities Act. 9.3 Certain Other Transfer Restrictions. Notwithstanding any other provision of this Warrant: (i) prior to the Exercise Date, this Warrant or the Restricted Securities thereunder may only be transferred or assigned to the persons permitted under FINRA Rule 5110(g), Act and (ii) subject at all times to FINRA Rule 5110(g), no opinion of counsel shall be necessary for a transfer of Restricted Securities by the holder thereof to any Person employed by or owning equity in the Holder, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if the transferee were the original purchaser hereof and such transfer is permitted under applicable state securities laws. 9.4 laws has become effective. 3.2.3 Termination of Restrictions. Except as set forth in Section 9.3 hereof and subject at all times to FINRA Rule 5110(g), the The restrictions imposed by this Section 9 3 upon the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities: (a) which shall have been effectively Securities upon sale of the Restricted Securities in an offering registered under the Securities Act, Act or (b) when, in the opinion of counsel for the Company, such restrictions are no longer required in order to insure ensure compliance with the Securities Act or Section 10 hereof. Act. Whenever such restrictions shall cease and terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive from the Company, without expense (other than applicable transfer taxes, if any), new securities of like tenor not bearing the applicable legends required by legend set forth in Section 9.1 hereof. 3.1. View More
Restrictions on Transfer. The Award is fully vested at grant, but subject to transfer restrictions ("Transfer Restrictions"), with such restrictions to lapse ratably over two years in one-half increments on February 7 in each of 2015 and 2016 and upon such lapsing the subject portion of the Award shall be settled in shares of the Corporation's common stock.
Restrictions on Transfer. The Award is fully vested at grant, but subject to transfer restrictions ("Transfer Restrictions"), with such restrictions to lapse ratably over two three years in one-half one-third increments on February 7 in each of 2015 2015, 2016 and 2016 2017 and upon such lapsing the subject portion of the Award shall be settled in shares of the Corporation's common stock.
Restrictions on Transfer. The Award is fully vested at grant, but subject to transfer restrictions ("Transfer Restrictions"), with such restrictions to lapse ratably over two years in one-half increments on February 7 4th in each of 2015 and 2016 and upon such lapsing the subject portion of the Award shall be settled in shares of the Corporation's common stock.
Restrictions on Transfer. Participant understands and agrees that the RSUs may not be sold, given, transferred, assigned, pledged or otherwise hypothecated by the holder.
Restrictions on Transfer. Participant understands and agrees that the RSUs may not be sold, given, transferred, assigned, pledged pledged, encumbered or otherwise hypothecated disposed of in any way by the holder.
Restrictions on Transfer. Participant understands and agrees that the RSUs PRSUs may not be sold, given, transferred, assigned, pledged or otherwise hypothecated by the holder.
Restrictions on Transfer. The Award shall be nontransferable and shall not be assignable, alienable, saleable, or otherwise transferable by Grantee other than by will or the laws of descent and distribution or pursuant to a "domestic relations order" (as defined in Code Section 414(p)(1)(B)). Shares issued with respect to RSUs that have vested pursuant to Section 4 may be transferred by Grantee, subject to applicable federal and state securities law restrictions. The terms of this Award Agreement shall be binding upon th...e executors, administrators, heirs, successors and assigns of Grantee. No non-permitted transferee of Grantee shall have any right in or claim to the RSUs or any Shares received thereunder.View More
Restrictions on Transfer. The Award shall be RSUs are nontransferable and shall are not be assignable, alienable, saleable, or otherwise transferable by Grantee other than by will or the laws of descent and distribution or pursuant to a "domestic relations order" (as defined in Code Section 414(p)(1)(B)). Shares issued with respect to RSUs that have vested pursuant to Section 4 may be transferred by Grantee, subject to applicable federal and state securities law restrictions. The terms of this Award RSU Agreement shall b...e binding upon the executors, administrators, heirs, successors and assigns of Grantee. No non-permitted transferee of Grantee shall have any right in or claim to the any RSUs or any Shares received thereunder. subject to the RSUs. View More
Restrictions on Transfer. The Award shall be nontransferable and shall not be assignable, alienable, saleable, or otherwise transferable by Grantee other than by will or the laws of descent and distribution or pursuant to a "domestic relations order" (as defined in Code Section 414(p)(1)(B)). Shares issued with respect to RSUs of Stock that have vested and are no longer subject to restrictions pursuant to Section 4 may be transferred by Grantee, subject to applicable federal and state securities law restrictions. The ter...ms of this Award Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Grantee. No non-permitted transferee of Grantee shall have any right in or claim to the RSUs or any Shares received thereunder. Restricted Stock. View More
Restrictions on Transfer. Prior to settlement, you may not sell, assign, transfer, pledge, hedge, hypothecate, encumber or dispose of in any way (whether by operation of law or otherwise) any Stock Units, and Stock Units may not be subject to execution, attachment or similar process. Any sale or transfer, or purported sale or transfer, shall be null and void. The Company will not be required to recognize on its books any action taken in contravention of these restrictions.
Restrictions on Transfer. Prior to settlement, payment, you may not sell, assign, transfer, pledge, hedge, hypothecate, encumber or dispose of in any way (whether by operation of law or otherwise) any Stock Units, the Award, and Stock Units the Award may not be subject to execution, attachment or similar process. Any sale or transfer, or purported sale or transfer, shall be null and void. The Company will shall not be required to recognize on its books any action taken in contravention of these restrictions.
Restrictions on Transfer. Prior to settlement, you You may not sell, assign, transfer, pledge, hedge, hypothecate, encumber or dispose of in any way (whether by operation of law or otherwise) any Restricted Stock Units, and Restricted Stock Units may not be subject to execution, attachment or similar process. Any sale or transfer, or purported sale or transfer, shall be null and void. The Company will not be required to recognize on its books any action taken in contravention of these restrictions.
Restrictions on Transfer. (a) Until an Award Share becomes vested, you may not sell, pledge, assign or otherwise directly or indirectly dispose of or transfer the Award Shares (whether by operation of law or otherwise) and the Awards Shares shall not be subject to execution, attachment or similar process. (b) The Company shall not be required to (i) transfer on its books any Award Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Award Shares, or otherwise accord v...oting, dividend or liquidation rights to, any transferee to whom Award Shares have been transferred in contravention of this Agreement. (c) Upon vesting, an Award Share shall be transferred to you without restrictions on further transfer in accordance with Section 5.View More
Restrictions on Transfer. (a) Until an Award Share becomes vested, you vested and nonforfeitable, it may not sell, pledge, assign be sold, assigned, transferred, pledged, hypothecated or otherwise directly or indirectly dispose disposed of or transfer the Award Shares in any way (whether by operation of law or otherwise) otherwise), except by will or the laws of descent and the Awards Shares distribution, and shall not be subject to execution, attachment or similar process. (b) Any attempt to dispose of any such Award Sh...ares in contravention of the restrictions set forth in Section 4(a) shall be null and void and without effect. The Company shall not be required to (i) transfer on its books any Award Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Award Shares, or otherwise accord voting, dividend or liquidation rights to, any transferee to whom Award Shares have been transferred in contravention of this Agreement. (c) Upon vesting, an Award Share shall be transferred to you without restrictions on further transfer in accordance with Section 5.View More
Restrictions on Transfer. (a) Until an Award Share becomes vested, you vested and nonforfeitable, it may not sell, pledge, assign be sold, assigned, transferred, pledged, hypothecated, exchanged, or otherwise directly or indirectly dispose disposed of or transfer the Award Shares in any way (whether by operation of law or otherwise) otherwise), except by will or the laws of descent and the Awards Shares distribution and shall not be subject to execution, attachment attachment, anticipation, alienation, encumbrance, garni...shment by your creditors or beneficiaries, or similar process. (b) Any attempt to dispose of any such Award Shares in contravention of the restrictions set forth in Section 3(a) shall be null and void and without effect. The Company shall not be required to (i) transfer on its books any Award Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Award Shares, or otherwise accord voting, dividend dividend, or liquidation rights to, any transferee to whom Award Shares have been transferred in contravention of this Agreement. (c) Upon vesting, an Award Share shall be transferred to you without restrictions on further transfer in accordance with Section 5.View More
Restrictions on Transfer. Except as provided in Section 4(c) of the Plan, neither the Award, nor any interest therein or amount or Shares payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.
Restrictions on Transfer. Except as provided in Section 4(c) of the Plan, neither Neither the Award, nor any interest therein or amount or Shares shares payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily. involuntarily, except as set forth in Section 5.6 of the Plan.
Restrictions on Transfer. Except as provided in Section 4(c) of the Plan, neither Neither the Award, nor any interest therein or amount or Shares shares payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily. involuntarily, except as set forth in Section 5.6 of the Plan.
Restrictions on Transfer. Except as provided in Section 4(c) 6 of the Plan, neither the Award, nor any interest therein or amount or Shares payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.
Restrictions on Transfer. The Participant shall not sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, except as permitted in the Plan or Agreement. Any attempted sale, transfer, pledge, hypothecation, assignment or other disposition of the Shares in violation of the Plan or this Agreement shall be void and of no effect and the Company shall have the right to disregard the same on its books and records and to issue "stop transfer" instructions to its transfer agent.8. Recoupment Policy. The P...articipant acknowledges and agrees that the Restricted Stock shall be subject to the terms and provisions of any "clawback" or recoupment policy that may be adopted by the Company from time to time or as may be required by any applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and rules and regulations thereunder).9. No Right to Employment or Consultancy Service. This Agreement is not an agreement of employment or to provide consultancy services. None of this Agreement, the Plan or the grant of the Restricted Stock hereunder shall (a) guarantee that the Company will employ or retain the Participant as an employee or consultant for any specific time period or (b) modify or limit in any respect the Company's right to terminate or modify the Participant's employment, consultancy arrangement or compensation. Moreover, this Agreement is not intended to and does not amend any existing employment or consulting contract between the Participant and the Company or any of its Affiliates.View More
Restrictions on Transfer. The Participant shall not sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, Restricted Stock Units or any rights or interest therein, including without limitation any rights under this Agreement or any Shares payable in respect of the settlement of the Restricted Stock Units prior to settlement under Section 3 (to the extent applicable), except as permitted in the Plan or Agreement. Any attempted sale, transfer, pledge, hypothecation, assignment or other disposition... of the Restricted Stock Units or any Shares payable in respect of any Restricted Stock Units prior to settlement under Section 3 (to the extent applicable), in violation of the Plan or this Agreement shall be void and of no effect and the Company shall have the right to disregard the same on its books and records and to issue "stop transfer" instructions to its transfer agent.8. Recoupment agent.9.Recoupment Policy. The Participant acknowledges and agrees that the Restricted Stock Units and any Shares issued or amounts paid upon settlement thereof (as applicable) shall be subject to the terms and provisions of any "clawback" or recoupment policy that may be adopted by the Company from time to time or as may be required by any applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and rules and regulations thereunder).9. No thereunder).5 10.No Right to Employment or Consultancy Service. This Agreement is not an agreement of employment or to provide consultancy services. None of this Agreement, the Plan or the grant of the Restricted Stock Units hereunder shall (a) guarantee that the Company or its Subsidiaries will employ or retain the Participant as an employee or consultant for any specific time period or (b) modify or limit in any respect the Company's right of the Company or its Subsidiaries to terminate or modify the Participant's employment, consultancy arrangement or compensation. Moreover, this Agreement is not intended to and does not amend any existing employment employment, consulting or consulting separation agreement or similar contract or any general release of claims (to the extent applicable), in each case, between the Participant and the Company or any of its Affiliates. Subsidiaries. View More
Restrictions on Transfer. The Participant may not assign, sell or otherwise transfer the RSUs or the Participant's right to receive Shares other than in accordance with Section 15(b) of the Plan.
Restrictions on Transfer. The Participant may not assign, sell or otherwise transfer the RSUs Option or the Participant's right under the Option to receive Shares Shares, other than in accordance with Section 15(b) of the Plan.
