Common use of Non-transferability; Other Restrictions Clause in Contracts

Non-transferability; Other Restrictions. In order to receive any Shares pursuant to the exercise of Share Options hereunder, the Employee must be or become party to the Shareholders Agreement and must execute and deliver to the Company the proxy attached hereto as Exhibit A of this Agreement. The Share Options are not transferable by the Employee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, and the Share Options may be exercised, during the lifetime of the Employee, only by the Employee or by the Employee’s guardian or legal representative or any transferee described above. The exercise of the Share Options shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the Shares subject to the Share Options upon any securities exchange or under any state or federal law, or (ii) the consent or approval of any government regulatory body or (iii) an agreement by the Employee with respect to the disposition of Shares is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Shares pursuant thereto, then in any such event, such exercise shall not be effective unless such listing, registration, qualification, consent, or approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee.

Non-transferability; Other Restrictions. In order to receive any Shares pursuant to the exercise of Share Options hereunder, the Employee must be or become party to the Shareholders Agreement and must execute and deliver to the Company the proxy attached hereto as Exhibit A of this Agreement. The Share Options are not transferable by the Employee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, and the Share Options may be exercised, during the lifetime of the Employee, only by the Employee or by the Employee’s guardian or legal representative or any transferee described above. The exercise of the Share Options shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the Shares subject to the Share Options or related thereto upon any securities exchange or under any state or federal law, or (ii) the consent or approval of any government regulatory body or (iii) an agreement by the Employee with respect to the disposition of Shares is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of Shares pursuant thereto, then in any such event, such exercise shall not be effective unless such listing, registration, qualification, consent, or approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee.