Non-Transferability of Shares. 10.1 Except as provided in Section 10.2, no Shares may be sold, transferred, assigned, pledged, or encumbered at any time until the first to occur of (i) the Public Offering Date, (ii) two years after the date the Shares were issued upon exercise of the Option, or (iii) the sale of all or substantially all of the Common Stock or assets of the Company to a person who is not an affiliate of the Company.
10.2 Notwithstanding the restrictions contained in Section 10.1, the Shares may be transferred as provided in this Section 10.2, provided, however, that such transfers remain subject to the right of first refusal in Section 10.3:
(a) Transfers to the Company.
(b) Transfers with the written approval of the Committee.
(c) Transfers by gift to "immediate family" as that term is defined in Rule 16a-1(e) under the Exchange Act.
(d) In the event of the Participant's death, transfers to the Participant's beneficiary, or in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution.
(e) In the event the Participant suffers a permanent disability, transfers by the Participant's duly authorized legal representative on behalf of the Participant.
(f) Transfers made pursuant to Sections 13 or 14.
10.3 The Company shall have a right of first refusal, as set forth below, to purchase the Shares before the Shares (or any interest in them) can be validly transferred to any other person or entity.
(a) Before there can be a valid sale or transfer of any Shares (or any interest in them) by any holder thereof, the holder shall first give notice in writing to the Company, mailed or delivered in accordance with the provisions of Section 18.5, of his or her intention to sell or transfer such Shares (the "Option Notice"). The Option Notice shall specify the identity of the proposed transferee, the number of Shares to be sold or transferred to the transferee, the price per Share and the terms upon which such holder intends to make such sale or transfer. If the payment terms for the Shares described in the Option Notice differ from delivery of cash or a check at closing, the Company shall have the option, as set forth herein, of purchasing the Shares for cash (or a cash equivalent) at closing in an amount which the Company determines is a fair value equivalent of that payment. The determination of a fair value equivalent shall be made in the Company's best judgment and such determination shall be mailed or delivered to the selling or trans...
Non-Transferability of Shares. Prior to the date on which any Aggregate Restricted Shares Vest pursuant to Section 5 hereof, such Aggregate Restricted Shares 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. Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such Aggregate Restricted Shares shall be null and void.
Non-Transferability of Shares. The transfer of the Shares to be issued upon exercise of the Options is limited as set forth in the Plan and in Section 6 below.
Non-Transferability of Shares. The Employee may not sell, transfer or otherwise alienate or hypothecate any of the Restricted Shares until they are vested.
Non-Transferability of Shares. The Optionee, by acceptance hereof, hereby represents, warrants and agrees that, upon exercise of this Option, unless the Shares are then covered by an effective registration statement under the SECURITIES ACT OF 1933, as amended (the "Act"):
(i) the Shares are being acquired for investment and not with a view towards the public distribution or resale thereof;
(ii) the Optionee will not sell, transfer or assign any Shares except in compliance with the Act and the Rules and Regulations thereunder;
(iii) the certificate representing the Shares may bear an appropriate restrictive legend; and
(iv) the transfer agent of the Company may place a stop transfer notation with respect to the Shares in the stock transfer books of the Company. The Optionee further acknowledges that the Company is not required to file and cause to become effective any registration or qualification of the Shares under the Act or any state securities laws.
Non-Transferability of Shares. Until the expiration of the Repurchase Option, the Shares may not be transferred in any manner otherwise than by will or by the laws of descent or distribution, subject to Section 22(a) of the Plan. Following the expiration of the Repurchase Option, the Shares may be transferred as permitted by the Company, subject to compliance with (i) Section 4 of Part II of the Option Agreement and (ii) Applicable Laws (as defined in the Plan).
Non-Transferability of Shares. The Participant may not sell, transfer or otherwise alienate or hypothecate any of the Restricted Shares until they are vested.
Non-Transferability of Shares. Until the first sale of shares to the general public pursuant to a registration statement filed with and declared effective by the U.S. Securities and Exchange Commission under the Securities Act, the Shares may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descendent or distribution to Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate family. Such transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section.
Non-Transferability of Shares. 4.1. That portion of the Shares specified in the Notice of Issuance as being subject to forfeiture or any right or interest therein or part thereof shall not be permitted to be used to satisfy or otherwise discharge the debts, contracts or engagements of the Participant or his successors in interest and shall not be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided however, that this Section shall not prevent transfers by will or by the applicable laws of descent and distribution.
4.2. The transfer of the vested Shares is limited as set forth in the Plan and in Sections 5.3, 6 and 9.2 below.
4.3. The stock certificate or book entry account reflecting the issuance of the Shares subject to forfeiture shall bear a legend or other notation upon substantially the terms: “THESE SHARES OF STOCK ARE SUBJECT TO FORFEITURE PROVISIONS AND RESTRICTIONS ON TRANSFER SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE BENEFICIAL OWNER OF THESE SHARES (OR HIS OR HER PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY.”
Non-Transferability of Shares. The Shares acquired by the undersigned pursuant to this Agreement shall not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of except as provided below and in the Plan.
