Transferability of Stock/Awards Sample Clauses

Transferability of Stock/Awards. (a) The Participant agrees that until May 30, 2012, he/she will not directly or indirectly offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “Transfer”) any Stock issuable upon exercise or settlement of any Award or of any other equity-related incentive award granted by the Company or any of its direct or indirect subsidiaries (collectively referred to as “Stock”); provided, however, that the Participant may Transfer shares of Stock during such time pursuant to one of the following exceptions: (i) Transfers permitted by this Section 4, (ii) Transfers permitted by Sections 5, 6, or 7 hereof, Section 9 of the Shareholders Agreement, or Section 22 of the Articles, (iii) Transfers pursuant to a (final) prospectus under Canadian Securities Laws or pursuant to an effective registration statement under the Securities Act and has been registered under all applicable securities laws, or (iv) other Transfers permitted by the Board. No Transfer of Stock in violation hereof shall be made or recorded on the books of the Company and any such Transfer shall be void ab initio and of no effect. (b) Notwithstanding the foregoing, during the period that substantially similar restrictions set forth in the Company’s Articles of Continuance apply to the parties thereto, no Participant shall Transfer any Stock to any Person: (i) if the Company reasonably determines that such Transfer would, if effected, result in the Company having more than 290 holders of record (as such concept is understood for purposes of Section 12(g) of the Exchange Act and any relevant rules promulgated thereunder), unless the Company is already subject to the reporting obligations under Section 13 or 15(d) of the Exchange Act and any relevant rules promulgated thereunder; and (ii) unless (A) the certificates representing such Stock bear legends as provided in Section 3(b) for so long as such legends are applicable, and (B) such transferee (1) shall have executed and delivered to the Company, as a condition precedent to any acquisition of such shares of Stock, an instrument in form and substance satisfactory to the Company confirming that such transferee takes such shares of Stock subject to all the terms and conditions of this Agreement and (2) agrees to be bound by the terms of this Agreement. The Company shall not transfer upon its books any Stock to any Person except in accordance with this Agreement.
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Transferability of Stock/Awards. (a) The Participant agrees that the Participant may Transfer shares of Stock pursuant to one of the following: (i) Transfers permitted by this Section 4, (ii) Transfers permitted by Section 5 hereof, Section 4 of the Shareholders Agreement, or Section 21 of the Articles, (iii) Transfers pursuant to a (final) prospectus under Canadian Securities Laws or pursuant to an effective registration statement under the Securities Act and has been registered under all applicable securities laws, or (iv) other Transfers permitted by the Board. No Transfer of Stock in violation hereof shall be made or recorded on the books of the Company and any such Transfer shall be void ab initio and of no effect. (b) Notwithstanding the foregoing, no Participant shall Transfer any Stock to any Person: (i) if the Company reasonably determines that such Transfer would, if effected, result in the Company having more than 1,990 holders of record (excluding employees who received securities pursuant to compensation plans) provided that not more than 490 of the 1,990 are not accredited investors (as such concepts are understood for purposes of Section 12(g) of the Exchange Act and any relevant rules promulgated thereunder), unless the Company is already subject to the reporting obligations under Section 13 or 15(d) of the Exchange Act and any relevant rules promulgated thereunder; and (ii) unless (A) the certificates representing such Stock bear legends as provided in Section 3(b) for so long as such legends are applicable, and (B) such transferee (1) shall have executed and delivered to the Company, as a condition precedent to any acquisition of such shares of Stock, an instrument in form and substance satisfactory to the Company confirming that such transferee takes such shares of Stock subject to all the terms and conditions of this Agreement and (2) agrees to be bound by the terms of this Agreement. The Company shall not transfer upon its books any Stock to any Person except in accordance with this Agreement.
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Related to Transferability of Stock/Awards

  • Transferability of Award The rights of the Grantee pursuant to this Agreement are not transferable by Grantee. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, obligations or torts of Grantee or any permitted transferee thereof. Any purported assignment, alienation, pledge, attachment, sale, transfer or other encumbrance of the RSUs, prior to the lapse of restrictions, that does not satisfy the requirements hereunder shall be void and unenforceable against the Company.

  • Transferability of Options During the lifetime of an Optionee, only such Optionee (or, in the event of legal incapacity or incompetency, the Optionee’s guardian or legal representative) may exercise the Option. No Option shall be assignable or transferable by the Optionee to whom it is granted, other than by will or the laws of descent and distribution.

  • Nontransferability of Awards Except as provided in Section 5 or as otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Performance Shares, and all rights with respect to your Performance Shares are exercisable during your lifetime only by you.

  • Transferability of Option This Option is not assignable or transferable, in whole or in part, by the Optionee other than by will or by the laws of descent and distribution. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee or, in the event of his or her disability, by his or her guardian or legal representative.

  • Nontransferability of Award The Award may not be transferred by the Holder other than by will or the laws of descent and distribution or pursuant to the designation of one or more beneficiaries on the form prescribed by the Company. Except to the extent permitted by the foregoing sentence, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void.

  • Nontransferability of Options The Option and this Agreement shall not be assignable or transferable by Optionee other than by will or by the laws of descent and distribution. During Optionee's lifetime, the Option and all rights of Optionee under this Agreement may be exercised only by Optionee (or by his guardian or legal representative). If the Option is exercised after Optionee's death, the Committee may require evidence reasonably satisfactory to it of the appointment and qualification of Optionee's personal representatives and their authority and of the right of any heir or distributee to exercise the Option.

  • Nontransferability of the Award Prior to the issuance of shares of Stock on the applicable Settlement Date, neither this Award nor any Units subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

  • Non-Transferability of Award The Award, or any portion thereof, is not transferable except as designated by the Participant by will or by the laws of descent and distribution or pursuant to a domestic relations order. Except as provided in the immediately preceding sentence, the Award shall not be assigned, transferred, pledged, hypothecated or otherwise disposed of by the Participant in any way whether by operation of law or otherwise, and shall not be subject to execution, attachment or similar process. Any attempt at assignment, transfer, pledge, hypothecation or other disposition of the Award contrary to the provisions hereof, or the levy of any attachment or similar process upon the Award, shall be null and void and without effect.

  • Nontransferability of Option This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

  • Non-Transferability of Options The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

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