Restrictions on Transfer of Issued Shares of Stock. None of the Issued Shares of Stock acquired upon exercise of the Stock Option shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Act), the terms and conditions of Sections 8 and 9 hereof and the terms and conditions of the Stockholders’ Agreement and such disposition does not cause the Company to become subject to the reporting requirements of the Exchange Act. In connection with any transfer of Issued Shares of Stock, the Company may require the transferor to provide at the Optionee’s own expense an opinion of counsel to the transferor, satisfactory to the Company that such transfer is in compliance with all foreign, federal and state securities laws (including, without limitation, the Act). Any attempted disposition of Issued Shares of Stock not in accordance with the terms and conditions of Sections 8 and 9 hereof and the Stockholders’ Agreement shall be null and void, and the Company shall not reflect on its records any change in record ownership of any Issued Shares of Stock as a result of any such disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to any such disposition of any Issued Shares of Stock. Subject to the foregoing general provisions, Issued Shares of Stock may be transferred pursuant to the following specific terms and conditions:
Appears in 5 contracts
Samples: Non Qualified Stock Option Agreement (Hayward Holdings, Inc.), Non Qualified Stock Option Agreement (Hayward Holdings, Inc.), Non Qualified Stock Option Agreement (Hayward Holdings, Inc.)
Restrictions on Transfer of Issued Shares of Stock. None of the Issued Shares of Stock acquired upon exercise of the Stock Option shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Act), the terms and conditions of Sections 8 and 9 hereof and the terms and conditions of the Stockholders’ Agreement and such disposition does not cause the Company to become subject to the reporting requirements of the Exchange Act. In connection with any transfer of Issued Shares of Stock, the Company may require the transferor to provide at the Optionee’s own expense an opinion of counsel to the transferor, satisfactory to the Company Company, that such transfer is in compliance with all foreign, federal and state securities laws (including, without limitation, the Act). Any attempted disposition of Issued Shares of Stock not in accordance with the terms and conditions of Sections 8 and 9 hereof and the Stockholders’ Agreement shall be null and void, and the Company shall not reflect on its records any change in record ownership of any Issued Shares of Stock as a result of any such disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to any such disposition of any Issued Shares of Stock. Subject to the foregoing general provisions, Issued Shares of Stock may be transferred pursuant to the following specific terms and conditions:
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement (Hayward Holdings, Inc.), Non Qualified Stock Option Agreement (Hayward Holdings, Inc.), Non Qualified Stock Option Agreement (Hayward Holdings, Inc.)
