Grouped Into 58 Collections of Similar Clauses From Business Contracts
This page contains Restrictions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Restrictions. All certificates for Shares delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable to assist in the compliance with any applicable tax withholding laws or under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or any national securities association system upon whose system the Common Stock is then quoted, any applicable ...federal or state securities law, and any applicable corporate law and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.View More
Restrictions. All certificates for Ordinary Shares delivered under the Plan shall be subject to such stock share transfer orders and other restrictions as the Committee may deem advisable to assist in the compliance with any applicable tax withholding laws or under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is Ordinary Shares are then listed or any national securities association system upon whose system the Common St...ock is Ordinary Shares are then quoted, any applicable federal or state securities law, and any applicable corporate law and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. View More
Restrictions. 5.1 While Consultant is engaged by the Company and for a period of twelve (12) months after the termination or cessation of such engagement for any reason, Consultant will not: (i) within the United States or any other geographic region in which the Company conducts its business, and in any capacity, whether individually or as an employee, consultant, director, officer, agent, advisor or otherwise, for or on behalf of any entity (a "Competing Organization"), engage in any business activities tha...t are competitive with any of the material business activities of the Company, including without limitation the research, development, sale or marketing of any competitive product of the Company, unless Consultant's duties at such Competing Organization do not include duties relating to any product, process, service or business activity that competes or is reasonably expected to compete with a material product, process, service or business activity in existence or being conducted, provided or developed by the Company, and provided that Consultant has delivered to the Company a written statement, confirmed by Consultant's prospective employer or consulting client, as the case may be, describing Consultant's duties and stating that such duties are consistent with Consultant's obligations under this Agreement; or, (ii) whether directly or indirectly, solicit, attempt to solicit or in any manner assist any other party to solicit any employee, independent contractor, or consultant of the Company to terminate or diminish his, her or its relationship with the Company in order to become an employee, consultant, or independent contractor to or for any other person or entity. 5.2 As used in this Section 5, "competitive" activities means discovering, developing or commercializing drugs that selectively target cancer stem cells, "competitive" products means drugs that selectively target cancer stem cells, and an "employee," "independent contractor" or "consultant" of the Company is any person who holds or at any time during the six-month period prior to the termination of Consultant's engagement by Company held such status with Company.View More
Restrictions. 5.1 While Consultant is engaged by the Company and for a period of twelve (12) months after the termination or cessation of such engagement for any reason, Consultant will not: (i) within the United States or any other geographic region in which the Company conducts its business, and in any capacity, whether individually or as an employee, consultant, director, officer, agent, advisor or otherwise, for or on behalf of any entity (a "Competing Organization"), engage in any business activities tha...t are competitive with any of the material business activities of the Company, including without limitation the research, development, sale or marketing of any competitive product of the Company, unless Consultant's her duties at such Competing Organization do not include duties relating to any product, process, service or business activity that competes or is reasonably expected to compete with a material product, process, service or business activity in existence or being conducted, provided or developed by the Company, and provided that Consultant has delivered to the Company a written statement, confirmed by Consultant's her prospective employer or consulting client, as the case may be, describing Consultant's duties and stating that such duties are consistent with Consultant's her obligations under this Agreement; or, (ii) whether directly or indirectly, solicit, attempt to solicit or in any manner assist any other party to solicit any employee, independent contractor, or consultant of the Company to terminate or diminish his, her or its relationship with the Company in order to become an employee, consultant, or independent contractor to or for any other person or entity. 5.2 Agreement. As used in this Section 5, 5(i), "competitive" activities means discovering, developing or commercializing drugs that selectively target cancer stem cells, and "competitive" products means drugs that selectively target cancer stem cells, and an "employee," "independent contractor" cells; or "consultant" (ii) recruit, solicit or hire any consultants of the Company is or any person who holds or at any time was a consultant of the Company during the six-month twelve (12) month period prior to the termination of Consultant's engagement by the Company, or induce or attempt to induce any of the Company's employees to terminate their employment with, or otherwise cease or diminish their relationship with, the Company held such status or accept employment with Company. anyone else. View More
Restrictions. Restrictions on the number of RSUs specified in this Award Agreement will lapse on the designated Restriction Lapse Dates only if the Participant has been continuously employed by the Company or one of its Affiliates to such dates. RSUs shall be immediately cancelled upon termination of employment, except as follows: a. Employment Termination Due to Death. If the Participant's employment with the Company or any of its Affiliates terminates as a result of the Participant's death, then restriction...s on all RSUs shall immediately lapse. b. Employment Termination Due to Transfer of Business to Successor Employer. If the Participant's employment with the Company or any of its Affiliates terminates as a result of employment by a successor employer to which the Company has transferred a business operation, then restrictions on all RSUs shall immediately lapse. c. Employment Termination More Than One Year After Grant Date. If, on or after the first anniversary of the Grant Date, the Participant's employment with the Company or any of its Affiliates terminates as a result of any of the reasons set forth below, or the Participant becomes eligible to retire or meets the age and service requirements, each as specified in (c)(i) below, then restrictions on RSUs shall automatically lapse or the RSUs shall be cancelled as provided below (subject to any rules adopted by the Committee): (i) Termination/Eligibility for Retirement or Termination for Total Disability. Restrictions on all RSUs shall immediately lapse if (A) the Participant attains at least age 60 while still employed by the Company or an Affiliate and completes 5 or more years of continuous service with the Company and any of its Affiliates, or (B) the Participant's employment with the Company or any of its Affiliates terminates as a result of a total disability, i.e., the inability to perform any job for which the Participant is reasonably suited by means of education, training or experience. (ii) Termination for Job Elimination or Plant Closing. If the Participant's employment with the Company or any of its Affiliates terminates as a result of a layoff, plant closing, redundancy, reduction in force, or job elimination (without regard to any period of protected service), then restrictions on the Pro-Rata Portion (as defined below) of the RSUs shall immediately lapse and the remaining RSUs covered by this Award shall be immediately 2 cancelled. For purposes of this Award, the "Pro-Rata Portion" shall mean the total number of RSUs covered by this Award multiplied by a fraction, the numerator of which is the total number of complete months which have elapsed between the Grant Date and the date of termination and the denominator of which is the total number of months between the Grant Date and the last Restriction Lapse Date, less the number of RSUs for which the restrictions have lapsed prior to the date of termination. (iii) Termination Due to Other Reasons. If the Participant's employment with the Company or any of its Affiliates terminates for any other reason, and the Participant and the Company have not entered into a written separation agreement explicitly providing otherwise in accordance with rules and procedures adopted by the Committee, then the remaining RSUs shall be immediately cancelled. (iv) Termination Following a Change in Control. If the Participant's employment with the Company of any of its Affiliates terminates without Cause during the 12-month period following a Change in Control, restrictions on all RSUs shall immediately lapse. d. Transfer to Affiliates. For the avoidance of doubt, transfer of employment among the Company and any of its Affiliates shall not constitute a termination of employment for purposes of this Award.View More
Restrictions. Restrictions on the number of RSUs specified in this Award Grant Agreement will lapse on the designated Restriction Lapse Dates only if the Participant Grantee has been continuously employed by the Company or one of its Affiliates affiliates to such dates. RSUs shall be immediately cancelled upon termination of employment, except as follows: a. Employment Termination Due to Death. If the Participant's Grantee's employment with the Company or any of its Affiliates affiliates terminates as a resul...t of the Participant's Grantee's death, then restrictions on all RSUs shall immediately lapse. (1) b. Employment Termination Due to Transfer of Business to Successor Employer. If the Participant's Grantee's employment with the Company or any of its Affiliates affiliates terminates as a result of employment by a successor employer to which the Company has transferred a business operation, then restrictions on all RSUs shall immediately lapse. c. Employment Termination More Than One Year After Grant Date. If, on or after the first anniversary of the Grant Date, the Participant's Grantee's employment with the Company or any of its Affiliates affiliates terminates as a result of any of the reasons set forth below, or the Participant Grantee becomes eligible to retire or meets the age and service requirements, each as specified in (c)(i) below, then restrictions on RSUs shall automatically lapse or the RSUs shall be cancelled as provided below (subject to any rules adopted by the Committee): (i) i . Termination/Eligibility for Retirement or Termination for Total Disability. Restrictions on all RSUs shall immediately lapse if (A) (a) the Participant Grantee becomes eligible for Optional Retirement at or after age 60 under the U.S. GE Pension Plan, or (b) the Grantee is not a participant in the U.S. GE Pension Plan and attains at least age 60 while still employed by the Company or an Affiliate affiliate and completes 5 or more years of continuous service with the Company and any of its Affiliates, affiliates, or (B) (c) the Participant's Grantee's employment with the Company or any of its Affiliates affiliates terminates as a result of a total disability, i.e., the inability to perform any job for which the Participant Grantee is reasonably suited by means of education, training or experience. (ii) ii . Termination for Job Elimination Layoff or Plant Closing. If the Participant's Grantee's employment with the Company or any of its Affiliates affiliates terminates as a result of a layoff, layoff or plant closing, redundancy, reduction in force, or job elimination closing (without regard to any period of protected service), each as contemplated in the Company's U.S. Layoff Benefit Plan, then restrictions on RSUs scheduled to lapse at or before the Pro-Rata Portion (as defined below) end of the RSUs second calendar year following the year in which employment terminates, shall immediately lapse lapse, and the remaining RSUs covered by this Award Grant shall be immediately 2 cancelled. For purposes of this Award, the "Pro-Rata Portion" shall mean the total number of RSUs covered by this Award multiplied by a fraction, the numerator of which is the total number of complete months which have elapsed between the Grant Date and the date of termination and the denominator of which is the total number of months between the Grant Date and the last Restriction Lapse Date, less the number of RSUs for which the restrictions have lapsed prior to the date of termination. (iii) iii . Termination Due to Other Reasons. If the Participant's Grantee's employment with the Company or any of its Affiliates affiliates terminates for any other reason, and the Participant Grantee and the Company have not entered into a written separation agreement explicitly providing otherwise in accordance with rules and procedures adopted by the Committee, then the remaining RSUs shall be immediately cancelled. (iv) Termination Following a Change in Control. If the Participant's employment with d. Affiliate. For purposes of this Grant, "affiliate" shall mean (i) any entity that, directly or indirectly, is owned 50% or more by the Company of and thereby deemed under its control and (ii) any of its Affiliates terminates without Cause during entity in which the 12-month period following Company has a Change in Control, restrictions on all RSUs shall immediately lapse. d. significant equity interest as determined by the Committee. Transfer to Affiliates. For the avoidance of doubt, transfer of employment among the Company and any of its Affiliates shall affiliates is not constitute a termination of employment for purposes of this Award. Grant. (2) 4. Delivery and Withholding Tax. Upon the lapse of restrictions set forth in paragraph 3 in accordance with their terms, the Company shall deliver to the Grantee by mail or otherwise a certificate for such shares as soon as practicable, provided however, that the date of issuance or delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of any national securities exchange and requirements under any law or regulation applicable to the issuance or transfer of such shares. Further, the Grantee shall pay to or reimburse the Company for any federal, state, local or foreign taxes required to be withheld and paid over by it, at such time and upon such terms and conditions as the Company may prescribe before the Company shall be required to deliver such shares. View More
Restrictions. Except as otherwise provided in the Plan or this Award Agreement, the Restricted Shares may not, any time prior to becoming vested, be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall result in such Shares being automatically cancelled by the Company. In such case, all of the Participant's rights to such Shares shall immediately terminate.
Restrictions. Except as otherwise provided in the Plan or this Award Agreement, the Restricted Shares Stock Units may not, any time prior to becoming vested, not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall result in such Shares Restricted Stock Units being automatically cancelled by the Company. In such case, all of the Participant's rights to suc...h Shares Restricted Stock Units shall immediately terminate. View More
Restrictions. Except as may be permitted under the Plan or by the Committee, none of Participant's rights to payment hereunder are transferable by sale, assignment, disposition, gift, exchange, pledge, hypothecation, or otherwise. Any attempted disposition of any of Participant's rights hereunder, or the levy of any execution, attachment or similar process upon any of the Performance Shares prior to settlement, shall be null and void and without effect. Holding Performance Shares does not give Participant the... rights of a shareholder (including without limitation the right to vote or receive dividends or other distributions) with respect to shares of Stock underlying the Performance Shares that the Company may issue under the terms and conditions of this Agreement.View More
Restrictions. Except as may be permitted under the Plan or by the Committee, Board, none of Participant's Awardee's rights to payment hereunder are transferable by by: sale, assignment, disposition, gift, exchange, pledge, hypothecation, or otherwise. Any attempted disposition of any of Participant's Awardee's rights hereunder, or the levy of any execution, attachment or similar process upon any of the Performance Shares prior to settlement, shall be null and void and 1 This number of Performance Shares shoul...d equal the number of Shares that would be issued if 100% of the Performance Shares were issued. without effect. Holding Performance Shares does not give Participant Awardee the rights of a shareholder (including without limitation the right to vote or receive dividends or other distributions) with respect to shares of Common Stock underlying the Performance Shares that the Company may issue under the terms and conditions of this Agreement. View More
Restrictions. Director agrees that, in addition to the restrictions set forth in the Plan, at all times prior to the lapse of such restrictions pursuant to paragraph 4 hereof: (a) Director shall not sell, transfer, pledge, hypothecate or otherwise encumber the Shares; and (b) In the event that Director ceases to be either a member of the Board (for any reason or no reason, and regardless of whether ceasing to be a member of the Board is voluntary or involuntary on the part of Director) or employed by or engag...ed as a consultant to the Company, then, subject to paragraphs 4 and 5 hereof, Director shall, for no consideration, forfeit and transfer to the Company all of the Shares that remain subject to the restrictions set forth in this paragraph 3. Subject to the lapse of the restrictions set forth in this paragraph 3, the Shares registered on the books of the Company maintained by the Company's transfer agent shall bear such restrictive notations and be subject to such stop transfer instructions as the Company shall deem necessary or appropriate in light of such restrictions.View More
Restrictions. Director agrees that, in addition to the restrictions set forth in the Plan, at all times prior to the lapse of such restrictions pursuant to paragraph 4 hereof: (a) Director shall not sell, transfer, pledge, hypothecate or otherwise encumber the Shares; and (b) In the event that If Director ceases shall cease to be either serve as a member of the Company's Board of Directors (for any reason or no reason, and regardless of whether ceasing to be a member of the Board is voluntary or involuntary o...n the part of Director) or employed by or engaged as a consultant to the Company, reason), then, subject to paragraphs 4 and 5 hereof, Director shall, for no consideration, forfeit and transfer to the Company all of the Shares that remain subject to the restrictions set forth in this paragraph 3. Subject to the lapse of the restrictions set forth in this paragraph 3, the Shares registered on the books of the Company maintained by the Company's transfer agent shall bear such restrictive notations and be subject to such stop transfer instructions as the Company shall deem necessary or appropriate in light of such restrictions.View More
Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, until such time as the RSUs are settled in accordance with Section 4, the RSUs or the rights represented thereby may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of. No purported sale, assignment, transfer, pledge, hypothecation or other disposal of the RSUs, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise will vest in the assignee or transfe...ree any interest or right herein whatsoever, but immediately upon such purported sale, assignment, transfer, pledge, hypothecation or other disposal of the RSUs will be forfeited by the Grantee and all of the Grantee's rights to such RSUs shall immediately terminate without any payment or consideration from the Company.View More
Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, until such time as the RSUs are settled in accordance with Section 4, the RSUs or the rights represented thereby may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of. No purported sale, assignment, transfer, pledge, hypothecation or other disposal of the RSUs, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise will vest in the assignee or transfe...ree any interest or right herein 2 OSG Grant Agreement- Form PB 20__ whatsoever, but immediately upon such purported sale, assignment, transfer, pledge, hypothecation or other disposal of the RSUs will be forfeited by the Grantee and all of the Grantee's rights to such RSUs shall immediately terminate without any payment or consideration from the Company. View More
Restrictions. (a) The Grantee shall have no rights or privileges of a Company stockholder as to the RSUs prior to settlement in accordance with Section 6 of these Terms and Conditions ("Settlement"), including no right to vote or receive dividends or other distributions with respect to the RSUs; in addition, the following provisions shall apply: (i) the Grantee shall not be entitled to delivery of a certificate or certificates for Shares in connection with the RSUs until Settlement (if at all), and upon the s...atisfaction of all other applicable conditions; (ii) none of the RSUs may be sold, transferred (other than by will or the laws of descent and distribution), assigned, pledged or otherwise encumbered or disposed of prior to Settlement; and (iii) all of the RSUs shall be forfeited and all rights of the Grantee with respect to the RSUs shall terminate in their entirety on the terms and conditions set forth in Section 5 below. (b) Any attempt to dispose of RSUs or any interest in the RSUs in a manner contrary to the restrictions set forth in the Award Agreement shall be void and of no effect.View More
Restrictions. (a) The Except as set forth in the Deferral Election Form, the Grantee shall have no rights or privileges of a Company stockholder as to the RSUs DSUs prior to settlement in accordance with Section 6 of these Terms and Conditions ("Settlement"), including no right to vote or (but excluding, for the avoidance of doubt, the right to receive dividends or other distributions with respect to the RSUs; DSUs as set forth in the Deferral Election Form); in addition, the following provisions shall apply:... (i) the Grantee shall not be entitled to delivery of a certificate or certificates for Shares in connection with the RSUs DSUs until Settlement (if at all), and upon the satisfaction of all other applicable conditions; (ii) none of the RSUs DSUs may be sold, transferred (other than by will or the laws of descent and distribution), assigned, pledged or otherwise encumbered or disposed of prior to Settlement; and (iii) all of the RSUs DSUs shall be forfeited and all rights of the Grantee with respect to the RSUs DSUs shall terminate in their entirety on the terms and conditions set forth in Section 5 below. (b) Any attempt to dispose of RSUs DSUs or any interest in the RSUs DSUs in a manner contrary to the restrictions set forth in the Award Agreement shall be void and of no effect. View More
