Transfer Restrictions and Investment Representation Clause Example with 30 Variations from Business Contracts
This page contains Transfer Restrictions and Investment Representation clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Transfer Restrictions and Investment Representation" Clause from Business Contracts
Transfer Restrictions and Investment Representation. 5.1. 3.1. Nontransferability of Award. The Award Option. Unless otherwise permitted by the Board for Nonqualified Stock Options, the Option may not be transferred by the Option 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 domes...tic relations order, in each case, without consideration. distribution. Except to the extent permitted by the foregoing sentence, (a) during the Award Option Holder's lifetime the Option is exercisable only by the Option Holder or the Option Holder's legal representative, guardian or similar person and (b) the Award Units Option 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 Any attempt to so sell, transfer, assign, pledge, hypothecate, encumber, encumber or otherwise dispose of the Award or Option that does not comply with this Section 3.1 will be void and not recognized by 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. Company. 3.2. Investment Representation. The Option Holder hereby represents and covenants that (a) any share of Common Stock acquired Shares purchased upon the vesting exercise of the Award Units Option will be acquired purchased 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"), Act, unless such acquisition purchase 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 Option Holder shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting any purchase of any shares of Common Stock Shares hereunder or (y) is true and correct as of the date of any sale of any such share, Shares, as applicable. As a further condition precedent to any exercise of the delivery to Option, the Holder of any shares of Common Stock subject to the Award, the Option 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 Shares and, in connection therewith, shall execute any documents which the Board shall in its their sole discretion deem necessary or advisable. View More
Transfer Restrictions and Investment Representation. 5.1. 3.1. Nontransferability of Award. Option. The Award Option may not be transferred by the Holder Optionee 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. Except to the extent permitted by the foregoing sentence, (i) during Optionee's lifetime the Award Option is exercisable only by Optionee or Optionee's legal representative, guardian or similar person and (ii) the Award Units Option may not be sold, transferred, assigned, pledged, charged, hypothecated, encumbered, encumbered or otherwise 3 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, charge, hypothecate, encumber, encumber or otherwise dispose of the Award or Option, the Award Units in violation of this Agreement or the Plan, the Award and the Award Units Option and all rights hereunder shall immediately become null and void. 5.2. 3.2. Investment Representation. The Holder Optionee hereby represents and covenants that (a) any share of Common Stock acquired Ordinary Shares purchased upon the vesting exercise of the Award Units Option will be acquired purchased 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 purchase 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 Optionee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting any purchase of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, shares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Common Stock subject to the Award, the Holder Option, Optionee 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 or the Committee shall in its sole discretion deem necessary or advisable. View More
Transfer Restrictions and Investment Representation. 5.1. Nontransferability 3.1. Non-Transferability of Award. Option. The Award Option may not be transferred by the Holder Optionee 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 distribution or pursuant to a qualified domestic relations order, in each case, withou...t consideration. beneficiary designation procedures approved by the Company. Except to the extent permitted by the foregoing sentence, (i) during Optionee's lifetime the Award Option is exercisable only by Optionee or Optionee's legal representative, guardian or similar person and (ii) the Award Units Option 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 Option, the Award Units in violation of this Agreement or the Plan, the Award and the Award Units Option and all rights hereunder shall immediately become null and void. 5.2. 3.2. Investment Representation. The Holder Optionee hereby represents and covenants that (a) any share shares of Common Stock acquired purchased upon the vesting exercise of the Award Units Option will be acquired purchased 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 purchase 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 Optionee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting any purchase of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, shares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Common Stock subject to the Award, the Holder Option, Optionee 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 or the Committee shall in its sole discretion deem necessary or advisable. View More
Transfer Restrictions and Investment Representation. 5.1. 3.1. Nontransferability of Award. Option. The Award Option may not be transferred by the Option 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. distribution. Exce...pt to the extent permitted by the foregoing sentence, (i) during Option Holder's lifetime the Award Option is exercisable only by Option Holder or Option Holder's legal representative, guardian or similar person and (ii) the Award Units Option 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 Option, the Award Units in violation of this Agreement or the Plan, the Award and the Award Units Option and all rights hereunder shall immediately become null and void. 5.2. 3.2. Investment Representation. The Option Holder hereby represents and covenants that (a) any share of Common Stock acquired Shares purchased upon the vesting exercise of the Award Units Option will be acquired purchased 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 purchase 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 Option Holder shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting any purchase of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, shares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Common Stock subject to the Award, the Option, Option 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 Directors shall in its their sole discretion deem necessary or advisable. View More
Transfer Restrictions and Investment Representation. 5.1. 3.1. Nontransferability of Award. Option. The Award Option may not be transferred by the Holder Optionee 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. Except to the extent permitted by the foregoing sentence, (i) during Optionee's lifetime the Award Option is exercisable only by Optionee or Optionee's legal representative, guardian or similar person and (ii) the Award Units Option may not be sold, transferred, assigned, pledged, hypothecated, encumbered, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject Exhibit 10.2subject 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 Option, the Award Units in violation of this Agreement or the Plan, the Award and the Award Units Option and all rights hereunder shall immediately become null and void. 5.2. 3.2. Investment Representation. The Holder Optionee hereby represents and covenants that (a) any share shares of Common Stock acquired purchased upon the vesting exercise of the Award Units Option will be acquired purchased 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 purchase 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 Optionee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting any purchase of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, shares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Common Stock subject to the Award, the Holder Option, Optionee 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 or the Committee shall in its sole discretion deem necessary or advisable. View More
Transfer Restrictions and Investment Representation. 5.1. 3.1. Nontransferability of Award. Option. The Award Option may not be transferred by the Holder Optionee 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. Except to the extent permitted by the foregoing sentence, (i) during Optionee's lifetime the Award Option is exercisable only by Optionee or Optionee's legal representative, guardian or similar person and (ii) the Award Units Option 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 Option, the Award Units in violation of this Agreement or the Plan, the Award and the Award Units Option and all rights hereunder shall immediately become null and void. 5.2. 3.2. Investment Representation. The Holder Optionee hereby represents and covenants that (a) any share shares of Common Stock acquired purchased upon the vesting exercise of the Award Units Option will be acquired purchased 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 purchase 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 Optionee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting any purchase of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, shares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Common Stock subject to the Award, the Holder Option, Optionee 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 or the Committee shall in its sole discretion deem necessary or advisable. View More
Transfer Restrictions and Investment Representation. 5.1. Nontransferability of Award. The Award shares of Restricted Stock, whether vested or unvested, 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 cons...ideration. Except to the extent permitted by the foregoing sentence, the Award and the Award Units shares of Restricted Stock, whether vested or unvested, 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 shares of Restricted Stock, whether vested or unvested, the Award Units in violation shares of this Agreement Restricted Stock, whether vested or the Plan, the Award and the Award Units unvested, 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. Exhibit 10.3 6. Section 83(b) Election. The Holder may elect, within thirty (30) days of the Grant Date, to include in gross income for federal income tax purposes an amount equal to the Fair Market Value (as of the Grant Date) of the shares of Restricted Stock pursuant to Section 83(b) of the Code (the "Section 83(b) Election"). If the Holder properly makes the Section 83(b) Election, the Holder shall provide a copy of the statement making the Section 83(b) Election to the Company on or before the date on which the statement making the Section 83(b) Election is filed with the Internal Revenue Service and the Holder shall make arrangements satisfactory to the Company to pay to the Company any federal, state or local income taxes required to be withheld with respect to the Restricted Stock pursuant to Section 7.1 below. If the Holder shall fail to make such tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any shares of Restricted Stock that otherwise would be issued to the Holder under this Agreement) otherwise due to the Holder any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock. View More
Transfer Restrictions and Investment Representation. 5.1. Nontransferability of Award. The During the Restriction Period, 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 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 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. 5.3. Holdback. Holder agrees not to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the 180 days after the effectiveness of any Initial Public Offering (or such longer or shorter period as may be requested in writing by the managing underwriter and agreed to in writing by the Company) (the "Market Standoff Period"), except as part of such underwritten registration if otherwise permitted. In addition, Holder agrees to execute any further letters, agreements and/or other documents requested by the Company or its underwriters which are consistent with the terms of this Section 5.3. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. 5.4. 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 Stock 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 OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF A RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND MANAGEMENT COLLECTIVE GROUP, INC. 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 MANAGEMENT COLLECTIVE GROUP, INC. 5.5. 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. 5.6. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any shares of Stock that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares of Stock shall have been so transferred. View More
Transfer Restrictions and Investment Representation. 5.1. Nontransferability of Award. The Award shares of Restricted Stock, whether vested or unvested, 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 cons...ideration. Except to the extent permitted by the foregoing sentence, the Award and the Award Units shares of Restricted Stock, whether vested or unvested, 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 shares of Restricted Stock, whether vested or unvested, the Award Units in violation shares of this Agreement Restricted Stock, whether vested or the Plan, the Award and the Award Units unvested, 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. Exhibit 10.4 6. Section 83(b) Election. The Holder may elect, within thirty (30) days of the Grant Date, to include in gross income for federal income tax purposes an amount equal to the Fair Market Value (as of the Grant Date) of the shares of Restricted Stock pursuant to Section 83(b) of the Code (the "Section 83(b) Election"). If the Holder properly makes the Section 83(b) Election, the Holder shall provide a copy of the statement making the Section 83(b) Election to the Company on or before the date on which the statement making the Section 83(b) Election is filed with the Internal Revenue Service. 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
