Transferability of Shares. Except as provided in this Section 6, no Transfer of Shares received upon exercise of the Option (“Received Shares”) by the Optionee is permitted:
Transferability of Shares. Until the Vesting Date described below, the Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of (whether by operation of law or otherwise) nor shall the Shares be subject to execution, attachment or similar process, except that the Shares may be transferred by will or the laws of descent and distribution or, upon notice to Staples, for estate planning purposes to entities that are beneficially owned entirely by family members. All transferees of the Shares must agree to be governed by all of the terms and conditions of this Agreement. Upon any sale, transfer, assignment, pledge, hypothecation or other disposition, or any attempt to sell, assign, transfer, pledge, hypothecate or otherwise dispose, of the Shares contrary to the provisions hereof, or upon the levy of any execution, attachment or similar process upon the Shares or such rights, the Shares shall, at the election of Staples, be deemed repurchased by Staples at a repurchase price of zero and all rights with respect to the Shares shall be forfeited to Staples. In addition, Staples may seek any other legal or equitable remedies available to it, including rights of specific performance. Staples may refuse to recognize as a shareholder of Staples any purported transferee of or holder of any rights with respect to the Shares and may retain and/or recover all dividends payable or paid with respect to such Shares.
Transferability of Shares. (a) No person shall become a substituted Member without the consent of the Board, which consent may be granted or withheld in its sole and absolute discretion.
(b) Shares held by Members shall only be transferred:
(i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, or dissolution of a Member; or
(ii) under extremely limited circumstances, with the written consent of the Board (which may be granted or withheld in its sole and absolute discretion).
(c) The Board generally will not consider consenting to a transfer unless:
(i) the transfer is one in which the tax basis of the Shares in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g. , certain gifts and contributions to family entities); or
(ii) the transfer is to members of the transferring Member’s immediate family (siblings, spouse, parents and children).
(d) The Board, in its sole and absolute discretion, may consent to a transfer of Shares by a Member if the transfer is to a single transferee or after the transfer of the Shares, the aggregate Net Asset Value of Shares of each of the transferee and transferor is not less than $10,000.
(e) Notice to the Company of any proposed transfer must include evidence satisfactory to the Board that the proposed transferee, at the time of transfer, meets any requirements imposed by the Company with respect to investor eligibility and suitability and complies with the Investment Company Act, the Securities Act, and all other applicable laws and rules of any applicable governmental authority.
(f) Each transferring Member and transferee must agree to pay all expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Company in connection with the transfer.
(g) If a Member transfers Shares with the approval of the Board, the Company will promptly take all necessary actions so that each transferee or successor to whom the Shares is transferred is admitted to the Company as a Member.
Transferability of Shares. The Shares Owned by SOF are fully transferable, to the extent permitted by law, and no terms herein shall be deemed to restrict the ability of SOF to Transfer its Shares. In no event shall PEWC Transfer any Shares Owned by PEWC to a United States organized or domiciled Affiliate if such Transfer results in, or is reasonably likely to result in, the Company being a Controlled Foreign Corporation; provided that in no event shall such Transfer be in an amount of Shares greater than 9.9% of the total outstanding Shares.
Transferability of Shares. Except as provided in this Exhibit A or Section 5 of the Agreement, no Transfer of Shares received pursuant to this Agreement by the Grantee is permitted, provided that any shares of Restricted Stock that vest pursuant to Section 4 (“Received Shares”) by the Grantee are permitted to be Transferred as follows:
Transferability of Shares. (a) The Estate acknowledges that the Estate has been advised by the Company that the Shares issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), that the Shares are being issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to the transactions by an issuer not involving a public offering, and that the Company's reliance hereon is based in part upon the representations made by the Estate in the Subscription Agreement. The Estate acknowledges that the Estate has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations hereunder on the transfer of securities. In particular, the Estate agrees that no sale, assignment or transfer of the Shares shall be valid or effective, and the Company shall not be required to give effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of Shares is registered under the Securities Act, it being understood that the Shares are not currently registered for sale, or (ii) the Shares are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act, it being understood that Rule 144 is not available at the time of the original issuance of the Shares for the sale of the Shares and that there can be no assurance that Rule 144 sales will be available at any subsequent time, or (iii) that the Company has received an opinion of counsel satisfactory to the Company and its counsel that such sale, assignment or transfer is otherwise exempt from registration under the Securities Act.
(b) Unless registered pursuant to the provisions of the Securities Act, the certificate(s) evidencing the Shares issued pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS."
Transferability of Shares. Grantee may not offer, sell, or otherwise dispose of any Restricted Stock in a way which would: (i) require the Company to file any registration statement with the Securities and Exchange Commission (or any similar filing under state law or the laws of any other country) or to amend or supplement any such filing or (ii) violate or cause the Company to violate the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, any other state or federal law, or the laws of any other country. The Company reserves the right to place restrictions on the Restricted Stock received by Grantee pursuant to this Award.
Transferability of Shares. Any Shares issued or transferred to the Participant pursuant to the Award shall be subject to such stop transfer orders and other restrictions as the Administrator may deem advisable under the Plan, the Notice, these Terms and Conditions or the rules, regulations and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable federal or state laws or relevant securities laws of the jurisdiction of the domicile of the Participant, and the Administrator may cause a legend or legends to be put on any certificates representing such Shares or make an appropriate entry on the record books of the appropriate registered book-entry custodian, if the Shares are not certificated, to make appropriate reference to such restrictions.
Transferability of Shares. To assure the Corporation the benefit of this Agreement, no Shareholder or the Shareholder's heirs, executors, or administrators shall sell, exchange, give, transfer, pledge, hypothecate, or otherwise dispose of any share in the Corporation or any interest in the shares except as provided in this Agreement.
Transferability of Shares. Following exercise of the Option and issuance of Shares, in the event the Company permits the Participant to arrange for sale of Shares through a broker or another designated agent of the Company, the Participant acknowledges and agrees that the Company may block any such sale and/or cancel any order to sell placed by the Participant, in each case if the Participant is not then permitted under the Company’s xxxxxxx xxxxxxx policy to engage in transactions with respect to securities of the Company. If the Committee determines that the ability of the Participant to sell or transfer Shares is restricted, then the Company may place a restrictive legend or stop transfer notation on any certificate that may be issued to represent such Shares or on its books with respect to such Shares. If a legend or stop transfer notation is placed on any certificate or the Company’s books with respect to the Participant’s Shares, the Participant may only sell such Shares in compliance with such legend or notation.
