Restrictions on Transfer of Restricted Stock. The Participant shall not be entitled to sell, exchange, transfer, pledge, hypothecate, assign or otherwise dispose of the Restricted Stock until such time that such Restricted Stock has vested in accordance with this Agreement. Any attempted sale, exchange, transfer, pledge, hypothecation, assignment or other disposition of such Restricted Stock in violation of this Agreement shall be void and of no effect and the Company shall have the right to disregard the same on its books and records.
Restrictions on Transfer of Restricted Stock. The Restricted Stock may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of to any third party without prior written consent of the Company except by will or the laws of descent and distribution or pursuant to a domestic relations order and during the Participant’s lifetime, the Shares with respect to the Restricted Stock shall be issued only to the Participant or his or her legal guardian or representative. Notwithstanding the foregoing, the Committee may, in its sole discretion and subject to the terms and conditions it establishes from time to time, authorize the Participant to transfer the Restricted Stock to one or more Immediate Family Members (or to trusts, partnerships, or limited liability companies established exclusively for Immediate Family Members) provided that there is no consideration for such transfer. Any attempt to assign, transfer, pledge, hypothecate, or otherwise dispose of the Restricted Stock contrary to the provisions of the Plan or this Agreement shall be null and void and without effect. “Immediate Family Member” shall mean the Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half-brother and sisters), in-laws, and persons related by reason of legal adoption. The Committee may cause a legend or legends to be put on certificates representing the Shares to make appropriate reference to the transfer restrictions under this Section 6.
Restrictions on Transfer of Restricted Stock. The Executive shall not be entitled to sell, exchange, transfer, pledge, hypothecate, assign or otherwise dispose of the Restricted Stock until such time that such Restricted Stock has vested in accordance with this Agreement. Any attempted sale, exchange, transfer, pledge, hypothecation, assignment or other disposition of such Restricted Stock in violation of this Agreement shall be void and of no effect and the Company shall have the right to disregard the same on its books and records.
Restrictions on Transfer of Restricted Stock. The Restricted Stock may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee, except to the Company, until the shares have become nonforfeitable in accordance with Section 1. Any purported transfer, encumbrance or other disposition of the Restricted Stock that is in violation of this Section 5 shall be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Stock
Restrictions on Transfer of Restricted Stock. Participant shall effect no disposition of Restricted Stock prior to the two year anniversary of the grant date; provided, however, that this provision shall not preclude a transfer by will or the laws of descent and distribution in the event of the death of the Participant. If at any time after the two year anniversary of the Restricted Stock grant date, the Participant (or the Participant’s transferee by will or the laws of descent and distribution) desires to sell or otherwise dispose of any shares of Vested Restricted Stock, Participant (or such transferee) shall send to the Company’s principal place of business a written notice offering (email notice to be acceptable) to sell to the Company the shares of Vested Restricted Stock the Participant (or such transferee) desires to sell (the “Offered Shares”) at a price per share equal to the lower of (i) closing price per share of the Company’s common stock on the date of such notice or on the next business day following the date of such notice (as reported by NASDAQ or such other exchange on which shares of the Company’s common stock are traded) and (ii) thirty two (32) times the closing price per share of the Company’s common stock on the date of the Restricted Stock grant, as reported by NASDAQ (the “Initial Price Per Share”). The Company shall have five business days in which to exercise such option to acquire Participant’s (or such transferee’s) Offered Shares and must consummate such transaction by remitting the purchase price for the Offered Shares to the Participant (or such transferee) within five business days thereafter. If (i) the Company does not provide Participant (or such transferee) with funds to acquire all of the Offered Shares prior to the expiration of such period, or (ii) the Company notifies the Participant (or such transferee) that it will not exercise its option (the earlier of (i) and (ii) being referred to as the “Option Termination Date”), then the Participant (or such transferee) shall be free to sell or otherwise dispose of such Offered Shares , so long as Participant (or such transferee) complies with all applicable laws and the Company’s ixxxxxx xxxxxxx policy if applicable, and the acquirer of such shares will acquire such shares without any restrictions other than those required by law; provided, however, that if the Offered Shares are sold by the Participant (or such transferee) at a price per share in excess of thirty to (32) times the Initial Price Per Share (such excess...
Restrictions on Transfer of Restricted Stock. (a) The Participant shall not have the right to make or permit to exist any transfer or hypothecation, whether outright or as security, with or without consideration, voluntary or involuntary, of all or any part of any right, title, or interest in or to any Restricted Stock prior to the date the Participant becomes fully vested in such Restricted Stock as provided pursuant to this Agreement. After all Restricted Stock has become fully vested pursuant to this Agreement there shall be no restrictions on the transfer of the Vested Shares other than those restrictions imposed by any applicable laws.
(b) The restrictions contained herein will not apply with respect to transfers of Restricted Stock pursuant to the laws of descent and distribution governing the state in which the Participant is domiciled at the time of the Participant’s death; provided that the restrictions contained herein will continue to be applicable to the Restricted Stock after any such transfer; and provided further that the transferee(s) of such Restricted Stock must agree in writing to be bound by the provisions of this Agreement.
Restrictions on Transfer of Restricted Stock. The Restricted Stock will not be transferable, either voluntarily or by operation of law, except as provided in Section 14.3 of the Plan.
Restrictions on Transfer of Restricted Stock. The Restricted Stock may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee, except to the Company, until they have become nonforfeitable in accordance with Section 3. Any purported transfer, encumbrance or other disposition of the Restricted Stock that is in violation of this Section 2 shall be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Stock.
Restrictions on Transfer of Restricted Stock. 5.1. The transfer of Restricted Stock shall be subject to the limitations set forth in the Plan and the Participant hereby agrees to sign any and all documents required by any applicable law and/or by the Company’s Articles of Association or Bylaws and any shareholders’ agreement to which the holders of Common Stock of the Company are bound.
5.2. With respect to any Approved 102 Awards, subject to the provisions of Section 102 of the Israeli Income Tax Ordinance 1961 (the “Ordinance”) and any rules or regulation or orders or procedures promulgated thereunder, a Participant shall not sell or release from trust any Restricted Stock, until the lapse of the Holding Period required under Section 102 of the Ordinance (“Section 102”). Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 and under any rules or regulation or orders or procedures promulgated thereunder shall apply to and shall be borne by such Participant.
5.3. With respect to Unapproved 102 Awards, if the Participant ceases to be employed by the Company or any Affiliate, the Participant shall extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of sale of Common Stock, all in accordance with the provisions of Section 102 and the rules, regulation or orders promulgated thereunder.
5.4. The Participant shall not dispose of any Common Stock in transactions that violate, in the opinion of the Company, any applicable laws, rules and regulations.
5.5. The Participant agrees that the Company shall have the authority to endorse upon the certificate or certificates representing the Common Stock such legends referring to the foregoing restrictions, and any other applicable restrictions as it may deem appropriate (which do not violate the Participant’s rights according to this Restricted Stock Agreement).
Restrictions on Transfer of Restricted Stock. Until the third anniversary date of this grant, the shares of Restricted Stock may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee, except to Occidental; provided, however, that (i) the Grantee may designate from time to time any beneficiary or beneficiaries to whom any shares of Restricted Stock and any cash amounts are to be paid in case of the Grantee's death before receipt of such Restricted Stock and cash and (ii) all of the shares of Restricted Stock shall immediately become transferable in the event of a Change of Control, or in the event the Grantee ceases to serve on the Board for any reason, including as a result of the Grantee's death or Disability. If a written beneficiary designation is not on file with Occidental at the time of the Grantee's death, the Grantee's interest in the Restricted Stock will be transferred by will or the laws of descent and distribution. Any purported transfer, encumbrance or other disposition of the Restricted Stock that is in violation of this Section 2 shall be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Stock. ”
