Transfer Restrictions and Investment Representation Contract Clauses (147)
Grouped Into 2 Collections of Similar Clauses From Business Contracts
This page contains Transfer Restrictions and Investment Representation clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Transfer Restrictions and Investment Representation. 5.1. Nontransferability of Award. The Award may not be transferred by the Holder other than by will or the laws of descent and distribution, pursuant to the designation of one or more beneficiaries on the form prescribed by the Company, a trust or entity established by the Holder for estate planning purposes, or a charitable organization designated by the Holder or pursuant to a qualified domestic relations order, in each case, without consideration. Except to the extent permitted by the foregoi...ng sentence, the Award and the Award Units may not be sold, transferred, assigned, pledged, hypothecated, encumbered, or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment, or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber, or otherwise dispose of the Award or the Award Units in violation of this Agreement or the Plan, the Award and the Award Units and all rights hereunder shall immediately become null and void. 5.2. Investment Representation. The Holder hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.View More
Transfer Restrictions and Investment Representation. 5.1. 6.1. Nontransferability of Award. The Award may shall not be transferred by the Holder transferable other than by will or will, the laws of descent and distribution, pursuant to the designation of one or more beneficiaries on the form prescribed by the Company, a trust or entity established by the Holder for estate planning purposes, or a charitable organization designated by the Holder distribution or pursuant to a qualified domestic relations order, in each case, without consideration. be...neficiary designation procedures approved by the Company. Except to the extent permitted by the foregoing sentence, the Award and may be exercised or settled during the Holder's lifetime only by the Holder or the Holder's legal representative or similar person. Except as permitted by the second preceding 9 sentence, the Award Units may not be sold, transferred, assigned, pledged, hypothecated, encumbered, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber, encumber or otherwise dispose of the Award, such Award or the Award Units in violation of this Agreement or the Plan, the Award and the Award Units and all rights hereunder shall immediately become null and void. 5.2. All transfer restrictions provided for in this Section 6.1, shall lapse when the Common Shares are issued or delivered to the Holder. 6.2. Investment Representation. The Holder hereby represents and covenants that (a) any share sale of any Common Stock Share acquired upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; laws and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, (b) the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board Committee shall in its sole discretion deem necessary or advisable. View More
Transfer Restrictions and Investment Representation. 5.1. 6.1. Nontransferability of Award. The Award may not be transferred by the Holder Participant other than by will or the laws of descent and distribution, distribution or pursuant to the designation of one or more beneficiaries on the form prescribed by the Company, a trust or entity established by the Holder for estate planning purposes, or a charitable organization designated by the Holder or pursuant to a qualified domestic relations order, in each case, without consideration. Company. Exc...ept to the extent permitted by the foregoing sentence, the Award and the Award Units may not be sold, transferred, assigned, pledged, hypothecated, encumbered, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber, encumber or otherwise dispose of the Award or Award, the Award Units in violation of this Agreement or the Plan, the Award and the Award Units and all rights hereunder shall immediately become null and void. 5.2. 6.2. Investment Representation. The Holder Participant hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Participant shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of the Award with respect to any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery issuance or transfer to the Holder Participant of any shares of Common Stock subject to the Award, the Holder Participant shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery transfer of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable. View More
Transfer Restrictions and Investment Representation. 5.1. Nontransferability of Award. The During the Restriction Period, the Shares subject to the Award and not then vested may not be transferred by the Holder other than by will or the laws of descent and distribution, pursuant to the designation of one or more beneficiaries on the form prescribed by the Company, a trust or entity established by the Holder for estate planning purposes, or a charitable organization designated by the Holder or pursuant to a qualified domestic relations order, in ea...ch case, without consideration. Except to the extent permitted by the foregoing sentence, the Award and the Award Units may not be offered, sold, transferred, assigned, pledged, hypothecated, encumbered, encumbered or otherwise disposed of (whether by operation of law or otherwise) by the Holder or be subject to execution, attachment, attachment or similar process. Upon any process other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. Any attempt to so sell, transfer, assign, pledge, hypothecate, encumber, encumber or otherwise dispose of the Award or the Award Units in violation of this Agreement or the Plan, the Award and the Award Units and all rights hereunder such shares shall immediately become be null and void. 5.2. Investment Representation. The Holder hereby represents and covenants that (a) any share of Common Stock Share acquired upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares Shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) (i) is true and correct as of the date of vesting of any shares of Common Stock Shares hereunder or (y) (ii) is true and correct as of the date of any sale of any such share, Share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock Shares subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable. 5.3. Legends. The Holder understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, 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 state or federal securities laws: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF A RESTRICTED SHARE AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND CAMBIUM NETWORKS CORPORATION. A COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICES OF, AND WILL BE MADE AVAILABLE FOR A PROPER PURPOSE BY, THE CORPORATE SECRETARY OF CAMBIUM NETWORKS CORPORATION. 3 5.4. Stop-Transfer Notices. The Holder agrees that in order 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. 5.5. Refusal to Transfer. The Company shall not be required (a) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (b) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. View More
Transfer Restrictions and Investment Representation. 7.1.Nontransferability of Award. 7.2.Investment Representation. 8.1.Withholding Taxes. 8.2.Adjustment. 8.3.Compliance with Applicable Law. 8.4.Award Confers No Rights to Continued Employment. 8.5.Decisions of Committee. 8.6.Successors. 8.7.Notices. 8.8.Governing Law. 8.9.Agreement Subject to the Plan. 8.10.Entire Agreement. 8.12.Counterparts. 8.13.Compliance With Section 409A of the Code.
Transfer Restrictions and Investment Representation. 7.1.Nontransferability 7.1Nontransferability of Award. 7.2.Investment 7.2Investment Representation. 8.1.Withholding 8.1Withholding Taxes. 8.2.Adjustment. 8.3.Compliance 8.2Adjustment. 8.3Compliance with Applicable Law. 8.4.Award 8.4Award Confers No Rights to Continued Employment. 8.5.Decisions 8.5Decisions of Committee. 8.6.Successors. 8.7.Notices. 8.8.Governing 8.7Notices. 8.8Governing Law. 8.9.Agreement 8.9Agreement Subject to the Plan. 8.10.Entire 8.10Entire Agreement. 8.12.Counterparts. 8.13....Compliance 8.11Amendment and Waiver. 8.12Counterparts. 8.13Compliance With Section 409A of the Code. View More
