Restrictions on Transfer of Option Shares. The Option Shares acquired upon exercise of the Stock Option shall be subject to certain transfer restrictions and other limitations including, without limitation, the provisions contained in Section 9 of the Plan.
Restrictions on Transfer of Option Shares. Any Option Share acquired upon exercise of the Option shall be subject to the following restrictions:
Restrictions on Transfer of Option Shares. Except as provided in the Securityholders Agreement and subject to Section 16 hereof, the Grantee may not sell, pledge, or otherwise transfer any interest in any Option Shares.
Restrictions on Transfer of Option Shares. (a) The Optionee hereby acknowledges and agrees that the Option shall not be transferable by the Optionee other than by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the Optionee only by him or by his guardian or legal representative.
Restrictions on Transfer of Option Shares. Neither the Option Shares nor any interest in them may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with the terms, conditions and restrictions as set forth in the Bye-Laws of the Company, applicable United States federal and state securities laws or any other applicable laws or regulations and the terms and conditions of this Agreement. Each certificate for Option Shares delivered upon exercise of the Option, unless at the time of exercise such Option Shares are registered under the Securities Act of 1933, shall bear the following legend or such other legend as the Company reasonably deems appropriate: "These securities have not been registered under the United States Securities Act of 1933, as amended. These securities cannot be offered, transferred or sold unless (i) a registration statement under such Act is in effect with respect to such securities or a written opinion from counsel reasonably acceptable to Axis Specialty Limited (the "Company") is obtained to the effect that no such registration is required, and (ii) the transferee is approved by applicable regulatory authorities, if such approval is required and (iii) simultaneously the appropriate number of shares of any Designated Subsidiary (as such term is defined in the Bye-Laws of the Company and only if the Board of Directors of the Company has constituted any entity a Designated Subsidiary) is offered, transferred or sold together with each share represented hereby that is proposed to be offered, transferred or sold. The Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled. Sections 68 through 70 of the Company's Bye-Laws contain other significant restrictions on transfers of shares of the Company." Any certificate delivered at any time in exchange or substitution for any certificate bearing such legend or such other legend reasonably deemed appropriate by the Company shall also bear such legend unless, in the opinion of counsel for the Company, the securities represented thereby need no longer be subject to the restriction contained herein. The provisions of this Paragraph (k) shall be binding upon all subsequent holders of certificates bearing the above legend.
Restrictions on Transfer of Option Shares. Optionee, by acceptance of this Option, represents and warrants to the Company as follows:
Restrictions on Transfer of Option Shares. The Optionee may not sell, pledge, or otherwise transfer any interest in any Option Shares without the prior written consent of the Company. If the Optionee or anyone claiming under or through the Optionee attempts to violate this Section 6(a), such attempted violation shall be null, void, and without effect. The Optionee acknowledges that the Option Shares will also be subject to the provisions of the Stockholders Agreement.
Restrictions on Transfer of Option Shares. The Optionee hereby acknowledges and agrees that the Option shall not be transferable by the Optionee other than by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the Optionee only by him or by his guardian or legal representative. The Optionee hereby acknowledges that in connection with any public offering of the Company’s Common Stock, the underwriters for the Company may require that the Company's officers, directors, and/or certain other shareholders not sell their Shares for a certain period of time before or after the effectiveness of any registration statement of the Company filed in connection with such offering. The Optionee hereby agrees that upon the Company's request in connection with any such public offering, that the Optionee will not, directly or indirectly, offer, sell, contract to sell, make subject to any purchase option, or otherwise dispose of any Option Shares for a period requested by the underwriter or its representative, not to exceed ten (10) days before and 90 days after the date of the effectiveness of any such registration statement, without the prior written consent of the underwriter or its representative.
Restrictions on Transfer of Option Shares. Unless and until the Option Shares shall have been registered under the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws, Employee shall not sell, transfer or otherwise dispose of any Option Shares or any interest therein unless and until the Option Shares have been so registered or Employee shall have delivered or cause to be delivered to the Company an opinion of counsel (with the identity of such counsel and the substance of such opinion satisfactory to the Company) to the effect that such intended sale, transfer or disposition does not violate the provisions of the Securities Act or any applicable state securities laws. Without limiting the foregoing, if a registration with respect to the Option Shares is not in effect under the Securities Act, Employee further agrees that the Company shall have the right to require, as a condition to the exercise of the Option, that the Employee represent to the Company in writing that the Option Shares to be received upon exercise of the Option will be acquired by Employee for investment and not with a view to distribution. Upon exercise of any Options:
Restrictions on Transfer of Option Shares. Neither Option Shares acquired on exercise of the Option, nor any interest in such Option Shares may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with the terms, conditions and restrictions as set forth in the Certificate of Incorporation or By-Laws of the Company, applicable federal and state securities laws or any other applicable laws or regulations, and the terms and conditions hereof.
