Transfer Restrictions Clause Example with 5 Variations from Business Contracts
This page contains Transfer Restrictions 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. (a) Restriction on Transfer. Except for any Permitted Transfer, (i) Optionee shall not transfer, assign, encumber or otherwise dispose of any of the Unvested Shares and (ii) Optionee shall not transfer, assign, encumber or otherwise dispose of any of the Vested Shares in contravention of the First Refusal Right, the Market Stand-Off or the transfer restrictions set forth in Section 2. If the Purchase Shares were purchased upon the exercise of an Incentive Option, Optionee shall promptly inform t...he Corporation if he or she disposes of any of the shares prior to the second anniversary of the date the option was granted or the first anniversary of the date the option was exercised. (b) Transferee Obligations. Each person (other than the Corporation) to whom the Purchased Shares are transferred by means of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Corporation that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (i) the Repurchase Right, (ii) the First Refusal Right, (iii) the Market Stand-Off and (iv) the transfer restrictions set forth in Section 2, to the same extent such shares would be so subject if retained by Optionee. (c) Market Stand-Off. (i) In connection with the Corporation-s initial public offering and any underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the 1933 Act within two years after the effective date of the Corporation's initial public offering, Owner shall not sell, make any short sale of hedge with, loan, hypothecate, pledge, grant any option for the purchase of or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Corporation or its underwriters (the "Market Stand-Off"). The Market Stand-Off shall be in effect for such period of time from and after the effective date of the final prospectus for the offering as may be requested by the Corporation or such underwriters. (ii) Any new, substituted or additional securities that are by reason of any Recapitalization or Reorganization distributed with respect to Purchased Shares shall be immediately subject to the Market Stand-Off. 3 (iii) In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to Purchased Shares until the end of the applicable stand-off period. In addition, the foregoing covenant may be enforced by the underwriters who are parties with the Corporation to an underwriting agreement under which such public offering is being undertaken.View More
Variations of a "Transfer Restrictions" Clause from Business Contracts
Transfer Restrictions. (a) Restriction on Transfer. Except for any Permitted Transfer, (i) Optionee shall not transfer, assign, encumber or otherwise dispose of any of the Unvested Shares and (ii) Optionee shall not transfer, assign, encumber or otherwise dispose of any of the Vested Purchased Shares in contravention of the First Refusal Right, the Market Stand-Off or the transfer restrictions set forth in Section 2. If the Purchase Shares were purchased upon the exercise of an Incentive Option, Optionee shall promptl...y inform the Corporation if he or she disposes of any of the shares prior to the second anniversary of the date the option was granted or the first anniversary of the date the option was exercised. Stand-Off. (b) Transferee Obligations. Each person (other than the Corporation) to whom the Purchased Shares are transferred by means of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Corporation that such person is bound by the provisions of this Agreement Paragraph 10 and that the transferred shares are subject to (i) the Repurchase Right, (ii) the First Refusal Right, (iii) the Market Stand-Off and (iv) the transfer restrictions set forth in Section 2, to the same extent such shares would be so subject if retained by Optionee. (c) Market Stand-Off. (i) In connection with the Corporation-s initial public offering and any underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the 1933 Act within two years after the effective date of Act, including the Corporation's initial public offering, Owner shall not sell, make any short sale of hedge with, of, loan, hypothecate, pledge, grant any option for the purchase of of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Corporation or its underwriters underwriters. Such restriction (the "Market Stand-Off"). The Market Stand-Off Stand-Off") shall be in effect for such period of time from and after the effective date of the final prospectus for the offering as may be requested by the Corporation or such underwriters. In no event, however, shall such period exceed the greater of: (a) one hundred eighty (180) days, or (b) if required by such underwriter, such longer period of time as is necessary to enable the underwriter to issue a research 5 report, analyst recommendation or opinion in accordance with the then-applicable rules and regulations of the Financial Regulatory Authority, Inc. and the applicable stock exchange, but in no event in excess of two hundred ten (210) days following the effective date of the registration statement relating to such offering. The Market Stand-Off shall in no event be applicable to any underwritten public offering effected after May 11, 2019 and all of the transfer restrictions and other obligations of this Paragraph 10 shall lapse at 5 pm Pacific time on May 11, 2019. (ii) Owner shall be subject to the Market Stand-Off provided and only if the officers and directors of the Corporation are also subject to similar restrictions. (iii) Any new, substituted or additional securities that which are by reason of any Recapitalization or Reorganization distributed with respect to the Purchased Shares shall be immediately subject to the Market Stand-Off. 3 (iii) Stand-Off, to the same extent the Purchased Shares are at such time covered by such provisions. (d) Stop Transfer. In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. In addition, the foregoing covenant may be enforced by the underwriters who are parties with (e) Optionee Undertaking. Optionee hereby agrees to take whatever additional action and execute whatever additional documents the Corporation may deem necessary or advisable in order to an underwriting agreement under which such public offering is being undertaken. carry out or effect one or more of the obligations or restrictions imposed on either Optionee or the Purchased Shares pursuant to the provisions of this Paragraph 10. (f) Survival. The provisions of this Paragraph 10 shall survive any exercise of this option. View More
Transfer Restrictions. (a) Restriction on Transfer. Except for any Permitted Transfer, (i) Optionee shall not transfer, assign, encumber or otherwise dispose of any of the Unvested Shares and (ii) Optionee shall not transfer, assign, encumber or otherwise dispose of any of the Vested Shares in contravention of the First Refusal Right, the Market Stand-Off or the transfer restrictions set forth in Section 2. If the Purchase Shares were purchased upon the exercise of an Incentive Option, Optionee shall promptly inform t...he Corporation if he or she disposes of any of the shares prior to the second anniversary of the date the option was granted or the first anniversary of the date the option was exercised. 7. (b) Transferee Obligations. Each person (other than the Corporation) Company) to whom the Purchased Shares are transferred by means of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Corporation Company that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (i) the Repurchase Right, Right (if applicable), (ii) the First Refusal Right, (iii) the Market Stand-Off and (iv) the transfer restrictions set forth in Section 2, 7, to the same extent such shares would be so subject if retained by Optionee. (c) Market Stand-Off. (i) In connection with the Corporation-s Company's initial public offering and any underwritten public offering by the Corporation Company of its equity securities pursuant to an effective registration statement filed under the 1933 Act within two years after the effective date of the Corporation's Company's initial public offering, Owner shall not sell, make any short sale of of, hedge with, loan, hypothecate, pledge, grant any option for the purchase of of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any Purchased Vested Shares without the prior written consent of the Corporation Company or its underwriters (the "Market Stand-Off"). The Market Stand-Off shall be in effect for such period of time from and after the effective date of the final prospectus for the offering as may be requested by the Corporation Company or such underwriters. underwriters; provided, however, that such period shall not exceed 180 days. (ii) Any new, substituted or additional securities that are by reason of any Recapitalization or Reorganization distributed with respect to Purchased Vested Shares shall be immediately subject to the Market Stand-Off. 3 4 (iii) In order to enforce the Market Stand-Off, the Corporation Company may impose stop-transfer instructions with respect to Purchased Vested Shares until the end of the applicable stand-off period. In addition, the foregoing covenant may be enforced by the underwriters who are parties with the Corporation to an underwriting agreement under which such public offering is being undertaken.View More
Transfer Restrictions. (a) Restriction on Transfer. Except for any Permitted Transfer, (i) Optionee Participant shall not transfer, assign, encumber or otherwise dispose of any of the Unvested Shares and (ii) Optionee Participant shall not transfer, assign, encumber or otherwise dispose of any of the Vested Shares in contravention of the First Refusal Right, the Market Stand-Off or the transfer restrictions set forth in Section 2. If the Purchase Shares were purchased upon the exercise of an Incentive Option, Optionee... shall promptly inform the Corporation if he or she disposes of any of the shares prior to the second anniversary of the date the option was granted or the first anniversary of the date the option was exercised. (b) Transferee Obligations. Each person (other than the Corporation) to whom the Purchased Awarded Shares are transferred by means of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Corporation that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (i) the Repurchase Right, (ii) the First Refusal Right, (iii) the Market Stand-Off and (iv) the transfer restrictions set forth in Section 2, to the same extent such shares would be so subject if retained by Optionee. Participant. (c) Market Stand-Off. (i) In connection with the Corporation-s initial public offering Corporation's Initial Public Offering and any underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the 1933 Act that is declared effective within two years after the effective date of the Corporation's initial public offering, Initial Public Offering, Owner shall, if requested by either the Corporation or the underwriters, enter into a lock-up agreement in a customary form, for a customary duration and with customary carve-outs for any dispositions to the Corporation for the purpose of satisfying any tax withholding liabilities in connection with the Awarded Shares, pursuant to which Owner shall not sell, make any short sale of of, hedge with, loan, hypothecate, pledge, grant any option for the purchase of of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any Purchased Awarded Shares without the prior 3 written consent of the Corporation or its underwriters underwriter, as applicable (the "Market Stand-Off"). The Market Stand-Off shall be in effect for such customary period of time from and after the effective date of the final prospectus for the offering as may be requested by the Corporation or such underwriters. underwriters, provided that the Market Stand-Off for the Corporation's Initial Public Offering shall not extend beyond the date immediately prior to the date specified in Section 4(c)(i). (ii) Any new, substituted or additional securities that are by reason of any Recapitalization or Reorganization distributed with respect to Purchased Awarded Shares shall be immediately subject to the Market Stand-Off. 3 (iii) In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to Purchased Awarded Shares until the end of the applicable stand-off period. In addition, the foregoing covenant may be enforced by the underwriters who are parties with the Corporation to an underwriting agreement under which such public offering is being undertaken. View More
Transfer Restrictions. (a) Restriction on Transfer. Except for any Permitted Transfer, (i) Optionee Participant shall not transfer, assign, encumber or otherwise dispose of any of the Unvested Shares and (ii) Optionee Participant shall not transfer, assign, encumber or otherwise dispose of any of the Vested Shares in contravention of the First Refusal Right, the Market Stand-Off or the transfer restrictions set forth in Section 2. If the Purchase Shares were purchased upon the exercise of an Incentive Option, Optionee... shall promptly inform the Corporation if he or she disposes of any of the shares prior to the second anniversary of the date the option was granted or the first anniversary of the date the option was exercised. (b) Transferee Obligations. Each person (other than the Corporation) to whom the Purchased Awarded Shares are transferred by means of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Corporation that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (i) the Repurchase Right, (ii) the First Refusal Right, (iii) the Market Stand-Off and (iv) the transfer restrictions set forth in Section 2, to the same extent such shares would be so subject if retained by Optionee. Participant. (c) Market Stand-Off. (i) In connection with the Corporation-s initial public offering Corporation's Initial Public Offering and any underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the 1933 Act that is declared effective within two years after the effective date of the Corporation's initial public offering, Initial Public Offering, Owner shall, if requested by either the Corporation or the underwriters, enter into a lock-up agreement in a customary form and for a customary duration and with customary carve-outs for any dispositions to the Corporation for the purpose of satisfying any tax withholding liabilities in connection with the Awarded Shares, pursuant to which Owner shall not sell, make any short sale of of, hedge with, loan, hypothecate, pledge, grant any option for the purchase of of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any Purchased Awarded Shares without the prior written consent of the Corporation or its underwriters underwriter, as applicable (the "Market Stand-Off"). The Market Stand-Off shall be in effect for such customary period of time from and after the effective 3 date of the final prospectus for the offering as may be requested by the Corporation or such underwriters. underwriters, provided that the Market Stand-Off for the Corporation's Initial Public Offering shall not extend beyond the date immediately prior to the date specified in Section 4(c)(i). (ii) Any new, substituted or additional securities that are by reason of any Recapitalization or Reorganization distributed with respect to Purchased Awarded Shares shall be immediately subject to the Market Stand-Off. 3 (iii) In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to Purchased Awarded Shares until the end of the applicable stand-off period. In addition, the foregoing covenant may be enforced by the underwriters who are parties with the Corporation to an underwriting agreement under which such public offering is being undertaken. View More
Transfer Restrictions. (a) Restriction on Transfer. Except for any Permitted Transfer, (i) Optionee Participant shall not transfer, assign, encumber or otherwise dispose of any of the Unvested Shares and (ii) Optionee Participant shall not transfer, assign, encumber or otherwise dispose of any of the Vested Shares in contravention of the First Refusal Right, the Market Stand-Off or the transfer restrictions set forth in Section 2. If the Purchase Shares were purchased upon the exercise of an Incentive Option, Optionee... shall promptly inform the Corporation if he or she disposes of any of the shares prior to the second anniversary of the date the option was granted or the first anniversary of the date the option was exercised. (b) Transferee Obligations. Each person (other than the Corporation) to whom the Purchased Awarded Shares are transferred by means of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Corporation that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (i) the Repurchase Right, (ii) the First Refusal Right, (iii) the Market Stand-Off and (iv) the transfer restrictions set forth in Section 2, to the same extent such shares would be so subject if retained by Optionee. Participant. (c) Market Stand-Off. (i) In connection with the Corporation-s initial public offering Corporation's Initial Public Offering and any underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the 1933 Act that is declared effective within two years after the effective date of the Corporation's initial public offering, Initial Public Offering, Owner shall, if requested by either the Corporation or the underwriters, enter into a lock-up agreement in a customary form and for a customary duration and with customary carve-outs for any dispositions to the Corporation for the purpose of satisfying any tax withholding liabilities in connection with the Awarded Shares, pursuant to which Owner shall not sell, make any short sale of of, hedge with, loan, hypothecate, pledge, grant any option for the purchase of of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any Purchased Awarded Shares without 3 the prior written consent of the Corporation or its underwriters underwriter, as applicable (the "Market Stand-Off"). The Market Stand-Off shall be in effect for such customary period of time from and after the effective date of the final prospectus for the offering as may be requested by the Corporation or such underwriters. underwriters, provided that the Market Stand-Off for the Corporation's Initial Public Offering shall not extend beyond the date immediately prior to the date specified in Section 4(c)(i). (ii) Any new, substituted or additional securities that are by reason of any Recapitalization or Reorganization distributed with respect to Purchased Awarded Shares shall be immediately subject to the Market Stand-Off. 3 (iii) In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to Purchased Awarded Shares until the end of the applicable stand-off period. In addition, the foregoing covenant may be enforced by the underwriters who are parties with the Corporation to an underwriting agreement under which such public offering is being undertaken. View More
