Common use of Non-Transferability of Option Shares Clause in Contracts

Non-Transferability of Option Shares. Absent the prior written consent of Buyer and except as provided in Section 1.8 below, Seller shall not, during the Option Term, (a) sell, convey, transfer, pledge, encumber, hypothecate, assign or otherwise dispose of (including by gift) any of the Option Shares, (b) deposit the Option Shares into a voting trust, enter into any voting arrangement or understanding, or otherwise transfer the right to vote the Option Shares, (c) issue any option, right of first refusal or any other right with respect to the Option Shares, (d) solicit any proposal to acquire the Option Shares, (e) disclose any non-public information about the Company including proprietary and confidential information, or (f) enter into any agreement, or option or other contingent commitment, to do any of the foregoing. During the Option Term, Seller shall in good faith take any action reasonably requested by Buyer to preserve or exercise his rights under the Option. Any award to Buyer for Seller’s breach of this Section 1.6 will be limited to monetary damages and will not include an injunction or other equitable remedy other than a direction for Seller to pay Buyer a monetary amount.

Appears in 2 contracts

Samples: Stock Purchase and Option Agreement, Stock Purchase and Option Agreement (Holder Steven)

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Non-Transferability of Option Shares. Absent the prior written consent of Buyer and except as provided in Section 1.8 below, Buyer. Seller shall not, . during the Option Term, . (a) sell, convey, transfer, pledge, encumber, hypothecate, assign or otherwise dispose of (including by gift) any of the Option Shares, (b) deposit the Option Shares into a voting trust, enter into any voting arrangement or understanding, or otherwise transfer the right to vote the Option Shares, (c) issue any option, right of first refusal or any other right with respect to the Option Shares, (d) solicit any proposal to acquire the Option Shares, (e) disclose any non-public information about the Company including proprietary and confidential information, (f) vote the Shares or (fg) enter into any agreement, or option or other contingent commitment, to do any of the foregoing. During the Option Term, Seller shall in good faith take any action reasonably requested by Buyer Bxxxx to preserve or exercise his rights under the Option. Any award to Buyer for Seller’s breach of this Section 1.6 1.4 will be limited to monetary damages and will not include an injunction or other equitable remedy other than a direction for Seller to pay Buyer a monetary amount.

Appears in 1 contract

Samples: Stock Option Agreement (Ludwig Enterprises, Inc.)

Non-Transferability of Option Shares. Absent the prior written consent of Buyer and except as provided in Section 1.8 1.12 below, Seller Company shall not, during the Option Term, (a) sell, convey, transfer, pledge, encumber, hypothecate, assign or otherwise dispose of (including by gift) any of the Option Shares, (b) deposit the Option Shares into a voting trust, enter into any voting arrangement or understanding, or otherwise transfer the right to vote the Option Shares, (c) issue any option, right of first refusal or any other right with respect to the Option Shares, (d) solicit any proposal to acquire the Option Shares, (e) disclose any non-public information about the Company including proprietary and confidential information, or (f) enter into any agreement, or option or other contingent commitment, to do any of the foregoing. During the Option Term, Seller Company shall in good faith take any action reasonably requested by Buyer to preserve or exercise his rights under the Option. Any award to Buyer for SellerCompany’s breach of this Section 1.6 1.9 will be limited to monetary damages and will not include an injunction or other equitable remedy other than a direction for Seller Company to pay Buyer a monetary amount.

Appears in 1 contract

Samples: Stock Purchase and Option Agreement (Legacy Education Alliance, Inc.)

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Non-Transferability of Option Shares. Absent the prior written consent of Buyer and except as provided in Section 1.8 below, Seller Company shall not, during the Option Term, (a) sell, convey, transfer, pledge, encumber, hypothecate, assign or otherwise dispose of (including by gift) any of the Option Shares, (b) deposit the Option Shares into a voting trust, enter into any voting arrangement or understanding, or otherwise transfer the right to vote the Option Shares, (c) issue any option, right of first refusal or any other right with respect to the Option Shares, (d) solicit any proposal to acquire the Option Shares, (e) disclose any non-public information about the Company including proprietary and confidential information, or (f) enter into any agreement, or option or other contingent commitment, to do any of the foregoing. During the Option Term, Seller Company shall in good faith take any action reasonably requested by Buyer to preserve or exercise his rights under the Option. Any award to Buyer for SellerCompany’s breach of this Section 1.6 will be limited to monetary damages and will not include an injunction or other equitable remedy other than a direction for Seller Company to pay Buyer a monetary amount.

Appears in 1 contract

Samples: Stock Purchase and Option Agreement (Legacy Education Alliance, Inc.)

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