Common use of Limited Transferability of Option Clause in Contracts

Limited Transferability of Option. (a) Except as provided in the next succeeding sentence, the Option may not be transferred by the Optionee other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. The Option (or any part thereof) may be transferred to the Optionee's children, grandchildren, spouse, one or more trusts for the benefit of such family members or one or more partnerships in which such family members are the only partners, provided that the Optionee may not receive any consideration for such transfer, and provided further that the rights of any such transferee with respect to the Option shall be subject to the terms and conditions of this Agreement. (b) Except as permitted by Section 3.1(a), during the Optionee's lifetime the Option shall be exercisable only by the Optionee or the Optionee's Legal Representative. Except as permitted by Section 3.1(a), the Option may not be sold, transferred, assigned, pledged, hypothecated, voluntarily encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. (c) On and after the closing of the California Jockey Club and Bay Xxxxxxx Operating Company transaction (the "Merger"), this Option shall be converted on an equitable basis to an option to acquire the stapled interest in each of the paired entities.

Limited Transferability of Option. (a) Except as provided in the next succeeding sentence, the Option may not be transferred by the Optionee other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. The Option (or any part thereof) may be transferred to the Optionee's children, grandchildren, spouse, one or more trusts for the benefit of such family members or one or more partnerships in which such family members are the only partners, provided that the Optionee may not receive any consideration for such transfer, and provided further that the rights of any such transferee with respect to the Option shall be subject to the terms and conditions of this Agreement. (b) Except as permitted by Section 3.1(a), during the Optionee's lifetime the Option shall be exercisable only by the Optionee or the Optionee's Legal Representative. Except as permitted by Section 3.1(a), the Option may not be sold, transferred, assigned, pledged, hypothecated, voluntarily encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. (c) On and after the closing of the California Jockey Club and Bay Xxxxxxx Operating Company transaction (the "Merger")transaction, this Option shall be converted on an equitable basis to an option to acquire the stapled interest in each of the paired entities.