Restriction on Transfer of Option Shares. (a) Except for transfers otherwise permitted by this Agreement, the Optionholder agrees that he or she will not transfer, sell, assign, pledge, hypothecate or otherwise dispose of any Option Shares at any time prior to the fifth anniversary of the Vesting Date. The restrictions on transfer provided in this Section 6 shall not apply as of any date (the "Calculation Date") to a number of Option Shares (the "Unrestricted Shares") held in the aggregate by the Optionholder, the Optionholder's Trust, the Optionholder's Estate and all Pledgees equal to the excess, if any, of (i) the product of (A) the total number of Option Shares covered by all Options received by the Optionholder on the Vesting Date and (B) the Vested Percentage as of such date over (ii) the total number of Option Shares transferred by the Optionholder, the Optionholder's Trust, the Optionholder's Estate and all Pledgees after the date hereof, other than pursuant to transfers permitted by clauses (ii), (iii) and (iv) of Section 5(b) hereof. No transfer of any such shares in violation hereof shall be made or recorded on the books of WCP (or any transfer agent or registrar therefor) and any such transfer shall be null and void and of no force or effect.
Appears in 3 contracts
Samples: Stock Option Agreement (World Color Press Inc /De/), Stock Option Agreement (World Color Press Inc /De/), Stock Option Agreement (World Color Press Inc /De/)
Restriction on Transfer of Option Shares. (a) Except for transfers otherwise permitted by this Agreement, the Optionholder agrees that he or she will not transfer, sell, assign, pledge, hypothecate or otherwise dispose of any Option Shares at any time prior to the fifth anniversary of the Vesting Grant Date. The restrictions on transfer provided in this Section 6 shall not apply as of any date (the "Calculation Date") to a number of Option Shares (the "Unrestricted Shares") held in the aggregate by the Optionholder, the Optionholder's Trust, the Optionholder's Estate and all Pledgees equal to the excess, if any, of (i) the product of (A) the total number of Option Shares covered by all Options received by the Optionholder on the Vesting Grant Date and (B) the lesser of (I) the Liquidity Percentage or (II) the Vested Percentage as of such date over (ii) the total number of Option Shares transferred by the Optionholder, the Optionholder's Trust, the Optionholder's Estate and all Pledgees after the date hereof, other than pursuant to transfers permitted by clauses (ii), (iii) and (iv) of Section 5(b) hereof. No transfer of any such shares in violation hereof shall be made or recorded on the books of WCP (or any transfer agent or registrar therefor) and any such transfer shall be null and void and of no force or effect.
Appears in 2 contracts
Samples: Stock Option Agreement (World Color Press Inc /De/), Stock Option Agreement (World Color Press Inc /De/)
Restriction on Transfer of Option Shares. (a) Except for transfers otherwise permitted by this Agreement, the Optionholder agrees that he or she will not transfer, sell, assign, pledge, hypothecate or otherwise dispose of any Option Shares at any time prior to the fifth anniversary of the Vesting Datedate. The restrictions on transfer provided in this Section 6 shall not apply as of any date (the "Calculation Date") to a number of Option Shares (the "Unrestricted Shares") held in the aggregate by the Optionholder, the Optionholder's Trust, the Optionholder's Estate and all Pledgees equal to the excess, if any, of (i) the product of (A) the total number of Option Shares covered by all Options received by the Optionholder on the Vesting Date date and (B) the Vested Percentage as of such date over (ii) the total number of Option Shares transferred by the Optionholder, the Optionholder's Trust, the Optionholder's Estate and all Pledgees after the date hereof, other than pursuant to transfers permitted by clauses (ii), (iii) and (iv) of Section 5(b) hereof. No transfer of any such shares in violation hereof shall be made or recorded on the books of WCP (or any transfer agent or registrar therefor) and any such transfer shall be null and void and of no force or effect.
Appears in 2 contracts
Samples: 34 Stock Option Agreement (World Color Press Inc /De/), Stock Option Agreement (World Color Press Inc /De/)
Restriction on Transfer of Option Shares. (a) Except for transfers otherwise permitted by this Agreement, the Optionholder agrees that he or she will not transfer, sell, assign, pledge, hypothecate or otherwise dispose of any Option Shares at any time prior to the fifth anniversary of the Vesting Grant Date. The restrictions on transfer provided in this Section 6 shall not apply as of any date (the "Calculation Date") to a number of Option Shares (the "Unrestricted Shares") held in the aggregate by the Optionholder, the Optionholder's Trust, the Optionholder's Estate and all Pledgees equal to the excess, if any, of (i) the product of (A) the total number of Option Shares covered by all Options received by the Optionholder on the Vesting Grant Date and (B) the Vested Percentage as of such date over (ii) the total number of Option Shares transferred by the Optionholder, the Optionholder's Trust, the Optionholder's Estate and all Pledgees after the date hereof, other than pursuant to transfers permitted by clauses (ii), (iii) and (iv) of Section 5(b) hereof. No transfer of any such shares in violation hereof shall be made or recorded on the books of WCP (or any transfer agent or registrar therefor) and any such transfer shall be null and void and of no force or effect.
Appears in 1 contract
Samples: Stock Option Agreement (World Color Press Inc /De/)
Restriction on Transfer of Option Shares. (a) Except for transfers otherwise permitted by this Agreement, the Optionholder agrees that he or she will not transfer, sell, assign, pledge, hypothecate or otherwise dispose of any Option Shares at any time prior to the fifth anniversary of the Vesting Date. The restrictions on transfer provided in this Section 6 shall not apply as of any date (the "Calculation Date") to a number of Option Shares (the "Unrestricted Shares") held in the aggregate by the Optionholder, the Optionholder's Trust, the Optionholder's Estate and all Pledgees equal to the excess, if any, of (i) the product of (A) the total number of Option Shares covered by all Options received by the Optionholder on the Vesting Grant Date and (B) the Vested Percentage as of such date over (ii) the total number of Option Shares transferred by the Optionholder, the Optionholder's Trust, the Optionholder's Estate and all Pledgees after the date hereof, other than pursuant to transfers permitted by clauses (ii), (iii) and (iv) of Section 5(b) hereof. No transfer of any such shares in violation hereof shall be made or recorded on the books of WCP (or any transfer agent or registrar therefor) and any such transfer shall be null and void and of no force or effect.
Appears in 1 contract
Samples: Stock Option Agreement (World Color Press Inc /De/)