OTHER PROVISIONS REGARDING THE OPTION SHARES Sample Clauses

OTHER PROVISIONS REGARDING THE OPTION SHARES. 5.1 Lock-up obligations Without prejudice to the other provisions of this Agreement, during the term of 5 (five) years from the date hereof, Cap2 and Xxxxxx Xxxxxxxxx shall not Transfer, or permit the Transfer, in any manner or for any cause whatsoever, the right of ownership (“proprietà”) or the bare ownership (“nuda proprietà”) over any interest in (including, therefore, any option right to subscribe for new shares), respectively, (a) the Option Shares and (b) the shares in Cap2 owned by Xxxxxx Xxxxxxxxx. Any breach of this Section 5.1 shall trigger (x) the automatic loss of any right of Cap2 to exercise any Put Option and (y) the right (but not the obligation) for VP to request Xxxxxx Xxxxxxxxx to immediately resign from the Board of Directors, if still in office, and/or exercise the Call Option at any time, starting immediately from the moment VP becomes aware of the breach, i.e., also before the Call Option Period, through the sending of the relevant Notice of Exercise. In such case, the Purchase Price will be calculated based on the Annual Financial Statements and the relevant Reported Ebitda and Net Financial Position of the Fiscal Year immediately before the year when the Call Option is so exercised (as determined pursuant to section 3.7 above), it being further agreed that, (i) should the Annual Financial Statements for such prior year not yet be approved or should the Reported Ebitda and the Net Financial Position related to such Annual Financial Statements not yet be finally determined between the Parties pursuant to section 3.7 above, the Closing of the Option Date shall automatically be considered to be 10 Business Days from the relevant Purchase Price Determination Date, and (ii) in any event, should the Option be exercised at any time before the end of 2015 Fiscal Year, the Purchase Price shall be equal to the Purchase Price Under the SPA.
Sample 1
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Related to OTHER PROVISIONS REGARDING THE OPTION SHARES

  • Restrictions on Transfer Registration Rights (a) Each holder of a Warrant agrees that prior to making any disposition or transfer of the Warrants or shares issuable upon exercise of the Warrants ("Shares"), unless a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), is in effect with regard thereto and the disposition may be effected in accordance therewith and with applicable state securities laws, the holder shall give written notice to the Company describing briefly the manner in which any such proposed disposition or transfer is to be made; and no such disposition shall be made except pursuant to an exemption from the registration requirements of all applicable federal and state securities laws.

  • Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.

  • Non-Transferability of the Option The Option may be exercised during the lifetime of the Optionee only by the Optionee and may not be assigned or transferred in any manner except by will or by the laws of descent and distribution.

  • Restrictions on Transfer of Option This Agreement and the Option shall not be transferable otherwise than (a) by will or by the laws of descent and distribution or (b) by gift to any Family Member of the Optionee, and the Option shall be exercisable, during the Optionee’s lifetime, solely by the Optionee, except on account of the Optionee’s Permanent and Total Disability or death, and solely by the transferee in the case of a transfer by gift to a Family Member of the Optionee.

  • Other Provisions Relating to Rights of Holders of Warrants 7.1 No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter.

  • Non-Transferability of Options The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

  • Restriction on Transfer of Option Shares Anything in this Agreement to the contrary notwithstanding, the Optionee hereby agrees that it shall not sell, transfer by any means or otherwise dispose of the Option Shares acquired by it without registration under the 1933 Act, or in the event that they are not so registered, unless (i) an exemption from the 1933 Act registration requirements is available thereunder, and (ii) the Optionee has furnished the Company with notice of such proposed transfer and the Company’s legal counsel, in its reasonable opinion, shall deem such proposed transfer to be so exempt.

  • Non-Transferability of Option This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

  • Limits on Transferability; Beneficiaries This Option shall not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability to any party, or Transferred, otherwise than by your will or the laws of descent and distribution or to a Beneficiary upon your death, and this Option shall be exercised during your lifetime only by you or your guardian or legal representative, except that this Option may be Transferred to one or more Beneficiaries or other Transferees during your lifetime with the consent of the Committee, and may be exercised by such Transferees in accordance with the terms of this Award Agreement. A Beneficiary, Transferee, or other person claiming any rights under this Award Agreement shall be subject to all terms and conditions of the Plan and this Award Agreement, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee. No Transfer to any executor or administrator of your estate or to any Beneficiary by will or the laws of descent and distribution of any rights in respect of this 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 the terms and conditions applicable to this Option and any Shares purchased upon exercise of this Option that are or would have been applicable to you.

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