No Transfer of Options Sample Clauses

No Transfer of Options. During the Grantee’s lifetime, the Grantee may not Transfer any Options and all Options granted to the Grantee may be exercised solely by the Grantee. Transfer of Option Shares purchased upon exercise of Vested Options prior to an Initial Public Offering will be subject to the Management Shareholders Agreement. Upon the death of the Grantee, any Vested Options then outstanding may be exercised only by the executors or administrators of the Grantee’s estate or by the Grantee’s beneficiary who shall have acquired such right to exercise by will or by the laws of descent and distribution. No Transfer of Vested Options to any executor or administrator of the Grantee’s estate or to any beneficiary of the Grantee by will or the laws of descent and distribution, or the right to exercise any Vested Option, shall be effective to bind the Company unless the Committee shall have been furnished with (i) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the Transfer and (ii) the written agreement of the Transferee to comply with all of the terms and conditions applicable to the Vested Options and any Option Shares purchased upon exercise of Vested Options that are or would have been applicable to the Grantee, including the requirement to enter into a Management Shareholders Agreement as a condition to the exercise of Vested Options prior to an Initial Public Offering.
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No Transfer of Options. Unless transferability is authorized by the Option grant or otherwise permitted by the Committee, Options are not transferable by the Participant other than (a) by will or the laws of descent and distribution, or (b) pursuant to a domestic relations order. Because of laws affecting the transferability of the Option Shares, the Participant should understand the securities laws and other implications of any transfer of Options. Any attempt at assignment, transfer, pledge, hypothecation, or other disposition of the Option contrary to the provisions hereof, and the levy of any attachment or similar process upon such Option, shall be null and void and without effect.
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No Transfer of Options. (a) Other than in accordance with the Security Mortgage, Options granted under this Plan may not be assigned, transferred, encumbered with a Security Interest in or over them, or otherwise disposed of by a Participant, unless: (i) the prior consent of the Board is obtained, which consent may in its discretion be withheld or impose such terms and conditions on such assignment, transfer, encumbrance or disposal as the Board sees fit; or (ii) such assignment or transfer occurs by force of law upon the death of a Participant to the Participant's legal personal representative. (b) Unless the Board determines otherwise, where a Participant assigns, transfers, encumbers with a Security Interest in or over them, or otherwise disposes or attempts to do any of these actions in respect of an Option other than in accordance with this clause 6.5, the Option automatically lapses and will be cancelled by the Company. (c) The Company may implement any procedures it considers appropriate to restrict a Participant from assigning, transferring, encumbering with a Security Interest in or over them, or otherwise disposing of Options in accordance with clause 6.5.
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No Transfer of Options. This Option is not transferable by the Optionee except by will or the laws of descent and distribution, and is exercisable, during the Optionee’s lifetime, only by the Optionee. Notwithstanding the foregoing, if this Option is a Non-Qualified Stock Option, such Non-Qualified Stock Option is transferable to the extent permitted by the Plan.
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Related to No Transfer of Options

  • Transfer of Option Other than as expressly permitted by the provisions of Section 7.1(f) of the Plan, the Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee.

  • No Transfer of Shares Each of the Selling Shareholders, directly or indirectly, has not entered into any commitment, transaction or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, which transfers or may transfer any of the legal or beneficial ownership or any of the economic consequences of ownership of the Selling Shareholder Shares to be sold by such Selling Shareholder hereunder, except as has been previously disclosed in writing to the Underwriter.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option: 1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests; 1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.

  • Transfer of Shares Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

  • Transfer of Stock Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

  • Restriction on Transfer of Option Unless otherwise determined by the Committee in accordance with the Plan, (a) no part of the Option shall be Transferable other than by will or by the laws of descent and distribution and (b) during the lifetime of the Participant, the Option may be exercised only by the Participant or the Participant’s guardian or legal representative. Any attempt to Transfer the Option other than in accordance with the Plan shall be void.

  • No Transfers Holder agrees that during the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the Purchaser, and the Company hereby agrees that it shall not effect any such Transfer.

  • Transfer of Award You may not transfer the Restricted Stock Units or any interest in such Units except by will or the laws of descent and distribution [or except as otherwise permitted by the Committee and as specified in the Plan]. Any other attempt to dispose of your interest will be null and void.

  • No Transfer Restrictions The Depositor has not created, incurred or suffered to exist any restriction on transferability of the Receivables except for the restrictions on transferability imposed by this Agreement. The transfer of the Receivables and the Receivable Files by the Depositor to the Issuer pursuant to this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

  • Transfer of Units (i) Except as expressly provided in this Agreement, a Member may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of all or any portion of any of such Member's Units or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder. (ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.

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