Restrictions on Transfer Contract Clauses (2,749)

Restrictions on Transfer. 3.1 General Restrictions. Each Holder agrees not to make any disposition of all or any portion of its Registrable Securities unless and until: (a) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) (i) The transferee has agreed in writing to be bound by the terms of this Agreement; (ii) such Holder shall have notified the Company of the proposed dispositio...n and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition; and (iii) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of 14 counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. 3.2 Exceptions. Notwithstanding the provisions of Section 3.1, no such restriction shall apply to a transfer by a Holder that is: (i) a partnership transferring to its partners or former partners in accordance with partnership interests; (ii) a corporation transferring to a wholly owned subsidiary or a parent corporation that owns all of the capital stock of the Holder; (iii) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company; (iv) an individual transferring to the Holder's family member or trust for the benefit of an individual Holder or such Holder's family member(s), (v) made pursuant to SEC Rule 144 or (vi) made by a Holder to any other Affiliate of such Holder; provided, however, that in each case other than (v) above the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he, she or it were an original Holder hereunder. 3.3 Legends. Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. 3.4 Removal of Legends. The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Company has completed the initial public offering of shares of Common Stock registered under the Securities Act and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification and legend. In addition, any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal. View More

Restrictions on Transfer. Participant may not assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Option or Participant's right under the Option to receive Shares, other than to Permitted Transferees as may be permitted by the Committee from time to time in accordance with applicable laws and Section 14(e) of the Plan. Except as otherwise provided herein, no assignment or transfer of the Option, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwi...se, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Option shall terminate and become of no further effect. View More

Restrictions on Transfer. The Performance Stock Units are not transferable unless and until they have been converted to vested Stock or cash in accordance with this Agreement, other than by will or under the applicable laws of descent and distribution (and then only to the extent that the Performance Stock Units are or will be converted to vested Stock or cash in accordance with Section 4.5 hereof). The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Parti...cipant. Any attempt to effect a transfer of any Performance Stock Unit prior to the date on which the Performance Stock Units vest and are converted to vested Stock shall be void ab initio. For purposes of this Agreement, "transfer" shall mean any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy or attachment. View More

Restrictions on Transfer. Participant may not transfer the PRSUs except by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Award may be transferred to an alternate payee pursuant to the terms of a domestic relations order (as such terms are defined by Section 414(p) of the Code), provided that (i) the Participant is an employee at the time the domestic relations order is entered, (ii) the Award was outstanding at the time the domestic relations order is entered, and (iii) the transfer ...otherwise satisfies all requirements of the Plan and any limitations and requirements established by the Committee. Any attempt to otherwise transfer the PRSUs shall be void. View More

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively "transfer") any RSUs, or any interest therein (but may transfer Common Stock after its issuance pursuant to Section 1(b) above). Notwithstanding the foregoing to the extent permitted by applicable law, the RSUs may be assigned in whole or part during the Recipient's lifetime pursuant to a domestic relations order; provided, however, that such RSUs shall in a...ll cases remain subject to this Agreement (including, without limitation, the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement. The Company shall not be required: (i) to transfer on its books any of the RSUs (or issue shares of Common Stock with respect thereto) which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such RSUs any transferee to whom such RSUs have been transferred in violation of any of the provisions of this Agreement. View More

Restrictions on Transfer. Except as provided in Section 2 hereof, each Supporter agrees that, during the term of this Agreement, such Supporter shall not sell, assign or otherwise transfer any of the Supporter Shares owned by such Supporter; provided, however, that the foregoing shall not prohibit transfers between such Supporter and any Affiliate of such Supporter, so long as, prior to and as a condition to the effectiveness of any such transfer, such Affiliate executes a joinder agreement to this Agreement in a form re...asonably acceptable to the Company. Purchaser shall not register any sale, assignment or transfer of the Supporter Shares on Purchaser's transfer (book entry or otherwise) that is not in compliance with this Section 3. View More

Restrictions on Transfer. The Subscriber understands and agrees that, in addition to the provisions regarding restrictions on withdrawal and transferability of his investment contained in the securities comprising the Units, the following restriction and limitation is applicable to the Subscriber's investment in the Units pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder: The Notes, Warrants, the Conversion Shares, and the Warrant Shares shall (i) not be sold, pledged, ...hypothecated or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or are exempt therefrom, and (ii) shall be subject to the market stand-off legend and restrictions as set forth in the Notes and the Warrants. View More

Restrictions on Transfer. The Employee shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively "transfer") any unvested Shares, or any interest therein, except that the Employee may transfer unvested Shares (i) to or for the benefit of any spouse, child or grandchild of the Employee, or to a trust for their benefit, provided that such Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Sect...ion 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement or (ii) as otherwise determined by the Board. View More

Restrictions on Transfer. 7.1. Transfers of Option. The Participant may not transfer, directly or indirectly, voluntarily or involuntarily, by operation of law (including a merger or consolidation), judicial decree, or otherwise (including a collateral pledge), this Agreement or any Option or any right therein, without the Company's prior written consent, which consent may be given or withheld in the Company's sole discretion. 7.2. Transfer of Shares.Subject to compliance with applicable securities laws, the holder of an...y Shares issuable upon the exercise of a vested Option (either in whole or in part), may transfer such Shares, in whole or in part, without the Company's consent. 7.3. Notice of Transfers; Transfers.The Participant or the holder of any Shares issuable upon the exercise of a vested Option, by acceptance hereof or thereof, agrees to give written notice to the Company prior to any proposed transfer of an Option or any interest herein of its intention to make such transfer, which notice must include a brief description of such proposed transfer. If in the opinion of counsel to the Company the proposed transfer may be effected without registration or qualification under applicable securities laws, such counsel will, as promptly as practicable, notify the Company and the Participant of such opinion and of the terms and conditions, if any, to be observed in such transfer. Provided the Company gives its consent as set forth in Section 7.1 and subject to the restrictions, if any, in Section 7.2, the Participant will be entitled to transfer an Option or such Shares in accordance with the terms of the notice delivered to the Company and the opinion of such counsel. In the event an Option is exercised as an incident to such transfer, such exercise relates back and for all purposes of this Agreement will be deemed to have occurred as of the date of such notice regardless of delays incurred by reason of the provisions of this Section which may result in the actual exercise on any later date. 4 8. Effect of the Administrator's Decision. All decisions, determinations, and interpretations by the Administrator regarding this Agreement, the Plan, any rules and regulations under the Plan, and the terms and conditions of any Option granted hereunder, are final and binding on all Participants. The Administrator may consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations, and interpretations including the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants, and accountants as it may select. View More

Restrictions on Transfer. (a) Resale Restrictions. Purchaser understands that the offer and sale of the Securities to such Purchaser have not been registered under the Securities Act or under any state securities laws. Purchaser agrees not to offer, sell or otherwise transfer the Securities, or any interest in the Securities, unless (i) the offer and sale is registered under the Securities Act, (ii) the Securities may be sold in accordance with the applicable requirements and limitations of Rule 144 under the Securities ...Act and any applicable state securities laws and, if the Company reasonably requests, such Purchaser delivers to the Company an opinion of counsel to such effect, or (iii) such Purchaser delivers to the Company an opinion of counsel reasonably satisfactory to the Company that the offer and sale is otherwise exempt from Securities Act registration. (b) Common Stock Restrictive Legend. Purchaser understands and agrees that a legend in substantially the following form will be placed on the certificates of the Securities: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND WERE OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. -8- (c) Illiquid Investment. Purchaser acknowledges that it, he or she must bear the economic risk of its investment in the Securities for an indefinite period of time, until such time as the Securities are registered or an exemption from registration is available. View More